1. Accepting These Terms
1.1 What's What. MOOV's products, features and offerings are
available
a. online through various MOOV properties including without
limitation, MOOV, MOOV Communities, MOOV Music, MOOV
Venue, Lanyrd, Rally, Ticketea, Ticketfly, Ticketscript Limited,
nvite, Social Ads, and MOOV Boost ("Site(s)");
b. off platform, including without limitation, RFID, entry
management, sponsorship and marketing or distribution
services; and
c. through mobile applications, webpages, application programming
interfaces, and subdomains ("Applications").
(a), (b), and (c) are collectively referred to as "MOOV Properties" or
our "Services". These Terms apply to any Site(s) on which they are
posted; where other terms or agreements are instead posted, those
terms or agreements apply to the extent they conflict with these
Terms. The material, including without limitation information, data,
text, editorial content, design elements, look and feel, formatting,
graphics, images, photographs, videos, music, sounds and other
content contained in or delivered via the Services or otherwise made
available by MOOV in connection with the Services is the "Site
Content" (or "Content"). Any material (including the foregoing
categories) that you contribute, provide, post or make available using
the Services is "Your Content."
1.2 Who's Who. When these Terms use the term "Organizer," we
mean event creators using the Services to create events displayed on
the Services for consumers using our Services (a) to consume
information about or attend Events ("Consumers"), or (b) for any other
reason. Organizers, Consumers and third parties using our Services
are all referred to in these Terms collectively as "Users," "you" or
"your."When these Terms use the term "MOOV," "we," "us," or
"our," that refers to Whats the MOOV, Inc. and its affiliates, and
subsidiaries, and each of its and their respective officers, directors,
agents, partners and employees. The contracting entity on the other
side of these Terms is as follows:
1.3 What Else. If you are an Organizer offering events with paid
tickets, MOOV's Merchant Agreement and Organizer Refund Policy
Requirements are also applicable to you. If you are an Organizer or
Consumer, MOOV's Community Guidelines are applicable to you.
(Some, but not all, of the terms in those agreements are duplicated in
these Terms of Service.) If you are a third party interacting with our
Services not as an Organizer or a Consumer, the API Terms of
Use or Trademark and Copyright Policy might be applicable to you.
Please be on the lookout for additional terms and conditions displayed
with certain Services that you may use from time to time as those will
also be applicable to you. And, by agreeing to these Terms of Service,
you acknowledge you have read the Privacy Policy and Cookie
Statement applicable to all Users. We may sometimes provide you
with services that are not described in these Terms of Service, or
customized services: unless we have entered into a separate, signed
agreement that expressly supersedes these Terms of Service, these
Terms of Service will apply to those services as well.
1.4 What the "Terms of Service" Means. These Terms of Service and
the other documents referenced in them (including in Section 1.3
above) comprise MOOV's "Terms." These Terms are a legally binding
agreement between you and MOOV governing your access to and
use of the Services and setting out your rights and responsibilities
when you use the Services. By using any of our Services (including
browsing a Site), you are agreeing to these Terms. If you do not agree
to these Terms, please do not use or access the Services. If you will
be using the Services on behalf of an entity (such as on behalf of your
employer), you agree to these Terms on behalf of that entity and its
affiliates and you represent that you have the authority to do so. In
such case, "you" and "your" will refer to that entity as well as yourself.
2. MOOV's Services and Role
2.1 What We Do. MOOV's Services provide a simple and quick means
for Organizers to create speaker profiles, organizer profiles, and other
webpages related to their events, promote those pages and events to
visitors or browsers on the Services or elsewhere online, manage
online or onsite ticketing and registration, solicit donations, and sell or
reserve merchandise or accommodations related to those events to
Consumers or other Users. Descriptions of other and more specific
services can generally be found on the Site of each of the MOOV
Properties.
2.2 How We Fit In. MOOV is not the creator, organizer or owner of the
events listed on the Services. Rather, MOOV provides its Services,
which allow Organizers to manage ticketing and registration and
promote their events. The Organizer is solely responsible for ensuring
that any page displaying an event on the Services (and the event
itself) meet all applicable local, state, provincial, national and other
laws, rules and regulations, and that the goods and services described
on the event page are delivered as described and in an accurate
satisfactory manner. The Organizer of a paid event selects the
payment processing method for its event as more fully described in
the Merchant Agreement. Consumers must use whatever payment
processing method the Organizer selects. If the Organizer selects a
payment processing method that uses a third party to process the
payment, then neither MOOV nor any of its payment processing
partners processes the transaction but we transmit the Consumer's
payment details to the Organizer's designated payment provider. If an
Organizer uses MOOV Payment Processing (as defined in the
Merchant Agreement), MOOV also acts as the Organizer's limited
agent solely for the purpose of using our third party payment service
providers to collect payments made by Consumers on the Services
and passing such payments to the Organizer.
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3. Privacy and Consumer Information
3.1 We know your personal information is important to you and it is
important to MOOV too. Information provided to MOOV by Users or
collected by MOOV through MOOV Properties, is governed by
our Privacy Policy.3.2 If you are an Organizer, you represent,
warrant and agree that (a) you will at all times comply with all
applicable local, state, provincial, national and other laws, rules and
regulations with respect to information you collect from (or receive
about) consumers, and (b) you will at all times comply with any
applicable policies posted on the Services with respect to information
you collect from (or receive about) consumers.
4. Term; Termination
4.1 These Terms apply to you as soon as you access the Services
by any means and continue in effect until they are terminated. There
may come a time where either you or MOOV decides it's best to part
ways as described in Sections 4.2 or 4.3 below. When that happens,
these Terms will generally no longer apply. However, as described in
Section 4.4, certain provisions will always remain applicable to both
you and MOOV.4.2 MOOV may terminate your right to use the
Services at any time
a. if you violate or breach these Terms;
b. if you misuse or abuse the Services, or use the Services in a
way not intended or permitted by MOOV; or
c. if allowing you to access and use the Services would violate any
applicable local, state, provincial, national and other laws, rules
and regulations or would expose MOOV to legal liability.
MOOV may choose to stop offering the Services, or any particular
portion of the Service, or modify or replace any aspect of the Service,
at any time. We will use reasonable efforts to provide you with notice
of our termination of your access to the Services, where, in MOOV's
sole discretion, failure to do so would materially prejudice you. You
agree that MOOV will not be liable to you or any third-party as a result
of its termination of your right to use or otherwise access the
Services.4.3 Except to the extent you have agreed otherwise in a
separate written agreement between you and MOOV, you may
terminate your access to the Services and the general applicability of
Terms by deleting your account. If you are a Consumer using the
Services without a registered account, your only option for these
Terms to no longer apply is to stop accessing the Services indefinitely.
So long as you continue to access the Services, even without an
account, these Terms remain in effect. If there is a separate
agreement between you and MOOV governing your use of the
Services and that agreement terminates or expires, these Terms (as
unmodified by such agreement) will govern your use of the Services
after such termination or expiration.4.4 All provisions of these
Terms that by their nature should survive termination of these Terms
will survive (including, without limitation, all limitations on liability,
releases, indemnification obligations, disclaimers of warranties,
agreements to arbitrate, choices of law and judicial forum and
intellectual property protections and licenses).
5-6
5. Export Controls and Restricted Countries
As a global company based in the US with operations in other
countries, MOOV complies with certain export controls and economic
sanctions laws. All Users, regardless of your or the event's location
should familiarize yourself with these restrictions. In accepting these
Terms you represent and warrant that:
a. you are not located in, and you are not a national or resident of,
any country to which the United States, United Kingdom,
European Union, Australia or Canada has embargoed goods
and/or services of the same type as the Services, including
without limitation, Cuba, Iran, North Korea, Syria or the Crimea
region of Ukraine; and
b. you are not a person or entity, or owned by, under the control of,
or affiliated with, a person or entity
i. that appears on the U.S. Office of Foreign Assets Control's
Specially Designated Nationals List, Foreign Sanctions
Evaders List or Palestinian Legislative Council List; the
U.S. Department of State's Terrorist Exclusion List; the
Bureau of Industry and Security's Denied Persons, Entity or
Unverified List; the Consolidated List of Targets published
by the U.K. HM Treasury; the Consolidated List published
by the A.U. Department of Foreign Affairs and Trade;
ii. that is subject to sanctions in any other country; or
iii. that is engaged in the design, development or production of
nuclear, biological or chemical weapons, missiles or
unmanned aerial vehicles.
6. Release and Indemnification
This is where you agree to cover MOOV if you use the Service in a
way that causes MOOV to be the subject of a legal matter, or to face
other claims or expenses, or as otherwise set forth herein, to the
extent permitted by applicable laws.6.1 Release. You hereby
agree to release MOOV 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 a dispute between you and a third party (including other Users) in
connection with the Services or any event listed on the Services. In
addition, you waive any applicable law or statute, which says, in
substance: "A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE RELEASING PARTY 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
RELEASED PARTY."6.2 Indemnification. You agree to defend,
indemnify and hold MOOV and each of its and their respective
officers, directors, agents, co-branders, licensors, payment processing
partners, 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") relating to or arising out of:
a. your breach of these Terms (including any terms or agreements
or policies incorporated into these Terms);
b. your use of the Services in violation of these Terms or other
policies we post or make available;
c. your breach of any applicable local, state, provincial, national or
other law, rule or regulation or the rights of any third party;
d. MOOV’s collection and remission of taxes; and
e. if you are an Organizer, your events (including where MOOV has
provided Services with respect to those events), provided that in
the case of (e) this indemnification will not apply to the extent
that the Claim arises out of MOOV's gross negligence or willful
misconduct.
MOOV will provide notice to you of any such Claim, provided that
the failure or delay by MOOV in providing such notice will not limit
your obligations hereunder except to the extent you are materially
prejudiced by such failure. Also, in certain circumstances, MOOV may
choose to handle the Claim ourselves, in which case you agree to
cooperate with MOOV in any way we request.
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7. Disclaimer of Warranties and Assumption of Risks by You
We strive to provide Services in the way you need them, but there
are some things it is important for you to understand that we cannot
promise.To the extent permitted by applicable laws, the Services
are provided on an "as is" and "as available" basis. MOOV 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. For example,
MOOV makes no warranty that
a. the Services (or any portion of the Services) will meet your
requirements or expectations;
b. the Services will be uninterrupted, timely, secure, or error-free; or
c. the results that may be obtained from the use of the Services will
be accurate or reliable.
You acknowledge that MOOV has no control over and does not
guarantee the quality, safety, accuracy or legality of any event or
Content associated with an event, the truth or accuracy of any
information provided by Users (including the Consumer's personal
information shared with Organizers in connection with events) or the
ability of any User to perform or actually complete a transaction.
MOOV has no responsibility to you for, and hereby disclaims all
liability arising from, the acts or omissions of any third parties that
MOOV requires to provide the Services, that an Organizer chooses to
assist with an event, or that you choose to contract with when using
the Services.You understand and agree that some events may
carry inherent risk, and by participating in those events, you choose to
assume those risks voluntarily. For example, some events may carry
risk of illness, bodily injury, disability, or death, and you freely and
willfully assume those risks by choosing to participate in those
events.The foregoing disclaimers apply to the maximum extent
permitted by law. You may have other statutory rights. However, the
duration of statutorily required warranties, if any, will be limited to the
maximum extent permitted by law.
8. Limitation of Liability
8.1 To the extent permitted by applicable laws, or as otherwise set
forth herein, MOOV and any person or entity associated with MOOV's
provision of the Services (e.g., an affiliate, vendor, strategic partner or
employee) ("Associated Parties"), will not be liable to you or any third
party, for:
a. any indirect, incidental, special, consequential, punitive or
exemplary damages, including, but not limited to, damages for
loss of profits, goodwill, use, data, opportunity costs, intangible
losses, or the cost of substitute services (even if MOOV has
been advised of the possibility of such damages); or
b. Your Content. In addition, other than the obligation of MOOV to
pay out Event Registration Fees in certain circumstances to
certain organizers under the Merchant Agreement, and only in
accordance with the terms therein, the maximum aggregate
liability of MOOV or Associated Parties is limited to the following:
i. for Organizers of events with paid tickets, and subject to the
terms of the Merchant Agreement, the fees (net of MOOV
Payment Processing Fees) that you paid us in the three (3)
month period immediately preceding the circumstances
giving rise to your claim; and
ii. for Organizers of events with free tickets only, Consumers or
other Users, (1) the total amount of all tickets or
registrations that you purchased or made through the
Services in the three (3) month period immediately
preceding the circumstances giving rise to your claim; or (2)
if you made no such purchases, one hundred U.S. dollars
(US $100).
8.2 Nothing in these Terms is intended to exclude or limit any
condition, warranty, right or liability which may not be lawfully
excluded or limited. Some jurisdictions do not allow the exclusion of
certain warranties or conditions or the limitation or exclusion of liability
for loss or damage caused by willful acts, negligence, breach of
contract or breach of implied terms, or incidental or consequential
damages. Accordingly, only those liability and other limitations which
are lawful in your jurisdiction (if any) will apply to you and our liability is
limited to the maximum extent permitted by law.
9-10
9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION
WAIVER PROVISIONS.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS
YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS
OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY
BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE
EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN
INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS,
CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND
CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO
BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.The
parties understand that, absent this mandatory provision, they would
have the right to sue in court and have a jury trial. They further
understand that, in some instances, the costs of arbitration could
exceed the costs of litigation and the right to discovery may be more
limited in arbitration than in court.(a) Contact Us First.If you
have a question or concern about the Services, please contact us first.
Our customer support team will try to answer your question or resolve
your concern.(b) Agreement to Arbitrate.In the unlikely event
that our customer support team is unable to resolve your concerns,
the parties (you and we) each hereby agree to resolve any and all
disputes or claims under these Terms, with respect to the Services, or
related to our relationship through binding arbitration or in small claims
court (to the extent the claim qualifies) instead of in courts of general
jurisdiction, and only on an individual basis. In no event may either we
or you seek to resolve a dispute with the other as part of any
purported class, consolidated or representative proceeding. Binding
arbitration is subject to very limited review. Only the arbitrator
appointed pursuant to this Section, and not any federal, state or local
court will have the authority to resolve any dispute or claim relating to
this Section including, without limitation, regarding the scope,
enforceability and arbitrability of these Terms. This arbitration
provision will survive termination of these Terms. These Terms
evidence a transaction in interstate commerce and the interpretation
and enforcement of this Section 9 is governed by the Federal
Arbitration Act, notwithstanding the choice of law set forth in Section
9(h) below.(c) Scope of Agreement.This agreement to arbitrate
is intended to be broadly interpreted as to legal disputes between you
and us. It includes, but is not limited to: (i) all claims arising out of or
relating to any aspect of the relationship between us, whether based
in contract, tort, statute, fraud, misrepresentation or any other legal
theory; (ii) all claims that arose before this or any prior agreement
(including, but not limited to, claims relating to advertising); and (iii) all
claims that may arise after termination of these Terms and/or your use
of the Services.(d) Exceptions.Notwithstanding this Agreement
to arbitrate, either party may (i) bring an action on an individual basis
in small claims court (to the extent the applicable claim qualifies); or
(ii) bring enforcement actions, validity determinations or claims arising
from or relating to theft, piracy or unauthorized use of intellectual
property in state or federal court in the U.S. Patent or Trademark
Office to protect its Intellectual Property Rights ("Intellectual Property
Rights" means patents, copyrights, moral rights, trademarks, and
trade secrets, but not privacy or publicity rights). In addition, the
portion of any dispute or complaint relating to our participation in the
US-EU or US-Swiss Privacy Shield Frameworks is subject to the
Dispute Resolution section of our Privacy Policy before being subject
to this Section.(e) No Class Actions.YOU AND MOOV AGREE
THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF
OR CLASS MEMBER IN ANY PURPORTED CLASS,
CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE
ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE
PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF
CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING
AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL
PARTY SEEKING RELIEF AND ONLY TO THE EXTENT
NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT
PARTY'S INDIVIDUAL CLAIM.(f) Notice of Dispute.A party who
intends to seek arbitration must first send to the other a written Notice
of Dispute ("Notice"). The Notice to MOOV must be addressed to the
following address ("Notice Address") and must be sent by certified
mail: Whats the MOOV, Inc., Attn: Legal Department, 11 Woodrow Ln,
Smithtown, NY, 11787 USA. Notice to you will be addressed to a
mailing, home or payment address currently on record with MOOV
and must be sent by certified mail. If MOOV has no records of such
physical address, such notice may be delivered to your MOOV
account email address. The Notice must (i) describe the nature and
basis of the claim or dispute; and (ii) set forth the specific relief sought.
If MOOV and you do not reach an agreement to resolve the claim
within sixty (60) calendar days after the Notice is received, you or
MOOV may commence an arbitration proceeding.(g) Arbitration
Proceedings.The arbitration will be governed by the Commercial
Arbitration Rules, or, if the actions giving rise to the dispute or claim
relate to your personal or household use of the Services (rather than
business use), the Consumer Arbitration Rules (in each case, the
"AAA Rules") of the American Arbitration Association ("AAA"), as
modified by this Section 9, and will be administered by the AAA and
settled by a single arbitrator. (The AAA Rules are also available by
calling the AAA at 1-800-778-7879.) All issues in dispute between the
parties are for the arbitrator to decide, including, but not limited to,
issues relating to the scope, enforceability, and arbitrability of this
Section 9.
(h) Location of Arbitration Proceedings.If you are a Consumer, any
arbitration hearings will take place (at your option) either in the county
of your residence or by phone, except that is you are a Consumer
whose residence is outside of the United States, the hearing will take
place either in Smithtown, New York or by phone or videoconference,
at your option and as permitted by the AAA Rules. If you are a
business (i.e., your use of the Services were for commercial use), then
unless MOOV and you agree otherwise, any arbitration hearings will
take place in a reasonably convenient location in the United States for
both parties with due consideration of their ability to travel and other
pertinent circumstances. If the parties are unable to agree on a
location, AAA will determine the location. If your claim is for ten
thousand dollars ($10,000) or less, we agree that you may choose
whether the arbitration will be conducted solely on the basis of
documents submitted to the arbitrator, through a telephonic hearing,
or by an in-person hearing as established by the AAA Rules. If your
claim exceeds ten thousand dollars ($10,000), the right to a hearing
will be determined by the AAA Rules. Regardless of the manner in
which the arbitration is conducted, the arbitrator will issue a reasoned
written decision sufficient to explain the essential findings and
conclusions on which the award is based. All decisions by the
arbitrator will be final and binding and judgment on the award
rendered may be entered in any court having jurisdiction.(i) Costs
of Arbitration; Legal Fees.i. Payment of Costs and Expenses.
Payment of all filing, administration, and arbitrator costs and expenses
imposed by AAA will be governed by the AAA rules, provided that if
you are initiating an arbitration against MOOV and the value of the
relief sought is ten thousand dollars ($10,000) or less, then MOOV will
advance all filing, administrative and arbitration costs and expenses
imposed by AAA (subject to reimbursement as set forth below).
Further, if the circumstances in the preceding sentence apply and your
claim arises from your use of the Services as a Consumer, but the
value of relief sought is more than ten thousand dollars ($10,000) and
you demonstrate to the arbitrator that such costs and expenses would
be more expensive than a court proceeding, then MOOV will pay the
amount of any such costs and expenses. In the event that the
arbitrator determines that all of the claims you assert in arbitration are
frivolous according to Federal Rule of Civil Procedure 11, you agree to
reimburse MOOV for all such cost and expenses that MOOV paid and
that you would have been obligated to pay under the AAA rules.
ii. Payment of Legal Fees. Just as in any court proceeding, each
party will initially bear its own attorneys' fees and expenses in
connection with any arbitration. Should either party be
determined to have substantially prevailed in the arbitration,
then upon such party's request, the arbitrator will award such
prevailing party the reasonable attorneys' fees and expenses
that it incurred in connection with the arbitration, provided that to
the extent that the dispute or claim relate to your personal or
household use of the Services (rather than business use)
MOOV will not seek to recover its attorneys' fees and expenses
in an arbitration initiated by you. The arbitrator may make rulings
and resolve disputes as to the reimbursement of attorneys' fees
and expenses upon request from either party made within
fourteen (14) days of the arbitrator's ruling on the merits.
(j) Future Changes.Notwithstanding any provision in these Terms
to the contrary, you and MOOV agree that if MOOV makes any future
change to this arbitration provision (other than a change to the Notice
Address) MOOV will provide you with notice of such change and you
may reject any such change by sending us written notice within thirty
(30) calendar days of the change to the Notice Address provided
above. By rejecting any future change, you are agreeing that you will
arbitrate any dispute between us in accordance with the language of
this provision as unmodified by such rejected change.(k) Special
Severability.In the event that any provisions of this Section 9 are
found to be invalid or unenforceable for any dispute or claim, then, the
entirety of this Section 9 will be null and void with respect to such
dispute or claim and Section 23 will apply in lieu of this Section
9.(l) Opt Out.You have the right to opt out and not be bound by
the arbitration or class action waiver provisions set forth above by
sending (from the email address we associate with you as a User)
written notice of your decision to opt-out to
ebmail{legal@MOOV.com=>mailto:legal@MOOV.com?subject=ARBI
TRATION AND CLASS ACTION WAIVER OPT-OUT&body=Add your
request here.}, with the subject line, "ARBITRATION AND CLASS
ACTION WAIVER OPT-OUT." The notice must be sent within thirty
(30) days of your first use of the Services or your agreement to these
Terms (whichever is later); otherwise, you will be bound to arbitrate
disputes in accordance with the terms of those paragraphs. Note that
if you opt out of these arbitration provisions, MOOV also will not be
bound by them.
10. License to the MOOV Services
10.1 License to Services. We grant you a limited, non-exclusive,
non-transferable, non-sublicensable (except to sub-Users registered
via the Services), revocable right to use our Services solely to
a. browse the Services and search for, view, register for or
purchase tickets or registrations to an event listed on the
Services; and/or
b. create event registration, organizer profile and other webpages
to promote, market, manage, track, and collect sales proceeds
for an event.
Your use of the Services must be in compliance with these Terms
and in compliance with all applicable local, state, provincial, national
and other laws, rules and regulations. In addition, by using any search
functionality or address auto-population tools, you are bound by
the Google Maps/Google Earth Additional Terms of Service (including
the Google Privacy Policy).10.2 Restrictions on Your License.
Without limitations on other restrictions, limitations and prohibitions
that we impose (in these Terms or elsewhere), you agree you will not
directly or indirectly
a. copy, modify, reproduce, translate, localize, port or otherwise
create derivatives of any part of the Services;
b. 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;
c. rent, lease, resell, distribute, use the Services for other
commercial purposes not contemplated or otherwise exploit the
Services in any unauthorized manner;
d. remove or alter any proprietary notices on the Services; or (e)
engage in any activity that interferes with or disrupts the
Services.
10.3 Our Intellectual Property and Copyrights. You agree that all
Site Content may be protected by copyrights, trademarks, service
marks, trade secrets or other intellectual property and other
proprietary rights and laws. MOOV may own the Site Content or
portions of the Site Content may be made available to MOOV through
arrangements with third parties. Site Content included in or made
available through the Services is the exclusive property of MOOV and
is protected by copyright laws. You agree to use the Site Content only
for purposes that are permitted by these Terms and any applicable
local, state, provincial, national or other law, rule or regulation. Any
rights not expressly granted herein are
reserved.10.4 Trademarks. The trademarks, service marks and
logos of MOOV (the "MOOV Trademarks") used and displayed in
connection with the Services are registered and unregistered
trademarks or service marks of MOOV. Other company, product and
service names used in connection with the Services may be
trademarks or service marks owned by third parties (the "Third Party
Trademarks," and, collectively with MOOV Trademarks, the
"Trademarks"). The offering of the Services will not be construed as
granting, by implication, estoppel, or otherwise, any license or right to
use any Trademark displayed in connection with the Services without
the prior written consent of MOOV specific for each such use. The
Trademarks may not be used to disparage MOOV, any third party or
MOOV's or such third party's products or services, or in any manner
that may damage any goodwill in the Trademarks. Use of any
Trademarks as part of a link to or from any site is prohibited unless
MOOV approves the establishment of such a link by prior written
consent specific for each such link. All goodwill generated from the
use of any MOOV Trademark will inure to MOOV's benefit. A number
of issued patents and patents pending apply to the Services. Site
Content may also be protected by copyrights owned by MOOV and/or
third parties. Please note that if you copy portions of the Services you
are violating these patent rights and copyrights.10.5 Use of
Sub-domains. MOOV may provide you with the right to use a
sub-domain within the Site (e.g., [sub-domain prefix].MOOV.com) for a
given event. All such sub-domains are the sole property of MOOV and
we reserve the right to determine the appearance, design, functionality
and all other aspects of such sub-domains. In the event MOOV
provides you with a sub-domain, your right to use such sub-domain
will continue only for so long as your event is actively selling on the
Services and you are in compliance with the Terms, including without
limitation, these Terms of Service. If MOOV terminates your right to
use a sub-domain for any other reason, it will provide you with a new
sub-domain.
11-12
11. Licenses and Permits Organizers Must Obtain
If you are an Organizer, without limiting the generality of any
representations or warranties provided elsewhere in these Terms of
Service, you represent and warrant to us that:(a) You and your
affiliates will obtain, prior to the start of ticket sales, all applicable
licenses, permits, and authorizations (individually and collectively,
"Licensure") with respect to events hosted by you or your affiliates on
the Services. Licensure includes but is not limited to property
operation permits and fire marshal permits;(b) You and your
affiliates will comply, and will ensure that the venues for each event
hosted by you or your affiliates on the Services will comply, with all
applicable laws, regulations, rules and ordinances;(c) You will
only request that MOOV offer tickets to an event after you have
obtained any specific Licensures for such event, including, but not
limited to, any state, county, municipal or other local authority's
authorization of the event, traffic engineering authorizations, fire
department inspection reports, authorization to receive minors (if
applicable), sanitary authorization (if applicable), and any other
potential applicable authorization; and (d) you and your affiliates will
maintain in force throughout the term of access to the Service the
applicable Licensure for organizer to promote, produce, sponsor host
and sell tickets for all events hosted by you or your affiliates on the
Services(d) Without limiting the generality of any release provided
under these Terms of Service, as a material inducement to MOOV
permitting you to access and use the Services, you hereby agree to
release MOOV, and its affiliates and subsidiaries, and each of its and
their respective parent companies, subsidiaries, officers, affiliates,
representatives, shareholders, contractors, directors, agents, partners
and employees from all damages (whether direct, indirect, incidental,
consequential or otherwise), losses, liabilities, costs and expenses of
every kind and nature, including, without limitation, attorneys' fees,
known and unknown, arising out of or in any way connected with your
or your affiliates' Licensure, any failure to obtain or maintain any
Licensure, or any error in obtaining or maintaining any
Licensure.(e) Without limiting your indemnification obligations
elsewhere under these Terms of Service, you agree to defend,
indemnify and hold MOOV, and its affiliates and subsidiaries, and
each of its and their respective officers, directors, agents, co-branders,
licensors, payment processing partners, 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 due to or arising out of your
or your affiliates' Licensure, any failure to obtain or maintain any
Licensure, or any error in obtaining or maintaining any Licensure. You
agree to provide evidence of Licensure and related information prior to
offering tickets or registrations for events on the Site and promptly
upon the reasonable request of MOOV from time to time.
12. Your Rights to Submit a Copyright Takedown Notice
If you are a copyright owner or an agent of a copyright owner and you
believe that any content on the Sites infringes your copyrights, you
may submit a notice pursuant to the Digital Millennium Copyright Act
("DMCA") by following the directions we provided in
MOOV's Trademark and Copyright Policy.
13-14
13. Scraping or Commercial Use of Site Content is Prohibited
The Site Content is not intended for your commercial use. You have
no right to use, and agree not to use, any Site Content for your own
commercial purposes. You have no right to, and agree not to scrape,
crawl, or employ any automated means to extract data from the
Site(s).
14. Fees and Refunds.
14.1 Fees That We Charge. Creating an account, listing an event
and accessing the Services are free. However, we charge fees when
you sell or buy paid tickets or registrations. These fees may vary
based on individual agreements between MOOV and certain
Organizers. Organizers ultimately determine whether these fees will
be passed along to Consumers and shown as "Fees" on the
applicable event page or absorbed into the ticket or registration price
and paid by the Organizer out of ticket and registration gross
proceeds. The fees charged to Consumers may include certain other
charges, including without limitation, facility fees, royalties, taxes,
processing fees and fulfillment fees. Therefore, the fees paid by
Consumers for an event are not necessarily the same as those
charged by MOOV to the applicable Organizer or the standard fees
described on the Services to Organizers. In addition, certain fees are
meant, on average, to defray certain costs incurred by MOOV, but
may in some cases include an element of profit and in some cases
include an element of loss. MOOV does not control (and thus cannot
disclose) fees levied by your bank and/or credit card company,
including fees for purchasing tickets and registrations in foreign
currencies or from foreign persons. Be sure to check with your bank or
credit card company prior to engaging in a transaction to understand
all applicable fees, credit card surcharges and currency conversion
rates.14.2 Ticket Transfers. If you wish to transfer tickets to an
event you have purchased on MOOV, in some instances MOOV may
be able to accommodate this for you. In all other instances, please
contact the Organizer of the event to arrange for ticket transfer. If you
are unable to reach the Organizer, or the Organizer is unable to
arrange a ticket transfer, please contact us.14.3 Refunds.
Because all transactions are between an Organizer and its respective
attendees, MOOV asks that all Consumers contact the applicable
Organizer of their event with any refund requests. You can find help
with getting a refund here.(a) If you are a Consumer, you
acknowledge that should you receive a refund for your ticket, you will
discard any ticket that we or any Organizer has delivered, and will not
use it (or any copy of it) to attend the event. Violation of the foregoing
constitutes fraud. You acknowledge that the applicable procedure to
check the validity of the ticket must always be followed. MOOV will not
be held liable under any circumstances for any costs arisen from
non-compliance by Organizers with applicable procedures that must
be implemented by Organizers to check validity of tickets. MOOV will
not be held liable under any circumstances for costs and/or damage
associated with tickets arisen from situations with fraud and/or for
damage associated with the purchase of the ticket through non-official
means, such as third parties.(b) If you are an Organizer, you
acknowledge that the applicable procedure to check the validity of the
ticket must always be followed. MOOV will not be held liable under
any circumstances for any costs arisen from non-compliance by
Organizers with applicable procedures that must be implemented by
Organizers to check validity of tickets. MOOV will not be held liable
under any circumstances for costs and/or damage associated with
tickets arisen from situations with fraud and/or for damage associated
with the purchase of the ticket through non-official means, such as
third parties.
15-16
15. Your Account with MOOV
We may require you to create an account to access certain features or
functions of the Services. You agree to follow certain rules when you
create an account with MOOV or use the Services, including the
following:
You must be at least 18 years of age, or the legal age of majority
where you reside, to use the Services. If you are 13 or older, you
may only use the Services under the supervisions of a parent or
legal guardian who manages your use and/or account. However,
if you are under 13, please do not provide us with any
information about yourself.
You agree to provide true, accurate, current and complete
information about yourself, or if you are using the Services on
behalf of an entity, the entity (the "Registration Data"). You also
agree to update this Registration Data if it changes.
If there is a dispute between two or more persons or entities as to
account ownership, MOOV will be the sole arbiter of that dispute
and MOOV's decision (which may include termination or
suspension of the account) will be final and binding on those
parties.
If you are using the Services on behalf of a company or other entity,
you represent and warrant that you have the authority to legally
bind that entity and grant MOOV all permissions and licenses
provided in these Terms.
We may provide you the ability to implement certain permission
within your account to third parties including, "sub-users,"
"sub-accounts," or other credentialed account users. If we do so,
you agree that you are solely responsible for all activity that
occurs under your account (including actions by sub-users), so
you must maintain the confidentiality of your password and
account details. You likewise agree that all rules applicable to
your account will apply to all third parties to whom you grant
access to your account.
You agree to immediately notify MOOV of any unauthorized use of
your password or account or any other breach of security. You
are responsible for (and we will hold you responsible for) any
activities that occur under your account.
You agree to not use our services to collect any sensitive personal
information, such as health information (including "protected
health information" as defined in 45 C.F.R. §160.103), social
security numbers, financial information, payment card numbers,
driver's license numbers, and passport numbers, unless
otherwise permitted by these Terms or MOOV has consented to
such collection in writing.
16. Our Community Guidelines
You agree to abide by the MOOV Community Guidelines whenever
you use or access our Services. Please read these carefully, as they
affect what types of content and conduct are permitted on and through
the MOOV Services.
17-18
17. Your Content.
17.1 License. MOOV does not make any claim to Your Content.
However, you are solely responsible for Your Content. You hereby
grant MOOV a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, transferable, sublicensable right and license to access,
use, reproduce, transmit, adapt, modify, perform, display, distribute,
translate, publish and create derivative works based on Your Content,
in whole or in part, in any media, for the purpose of operating the
Services (including MOOV's promotional and marketing services,
which may include without limitation, promotion of your event on a
third party website), and you hereby waive any and all moral right to
use the name you submit with Your Content. Notwithstanding the
foregoing, MOOV does not claim, and you do not transfer, any
ownership rights in any of Your Content and nothing in these Terms of
Service will restrict any rights that you may have to use and exploit
Your Content outside of the Services.17.2 Your Representations
About Your Content. You represent and warrant that you have all the
rights, power and authority necessary to grant the foregoing license,
and that all Your Content
a. does not infringe, violate, misappropriate or otherwise conflict
with the rights of any third party;
b. complies with all applicable local, state, provincial, national and
other laws, rules and regulations; and
c. does not violate these Terms.
17.3 Additional Rules About Your Content. Your Content must be
accurate and truthful. MOOV reserves the right to remove Your
Content from the Services if MOOV believes in its sole discretion that
it violates these Terms, our Community Guidelines, or for any other
reason. MOOV may use your name and logo (whether or not you have
made it available through the Services) for the purpose of identifying
you as an existing or past customer of MOOV both on the Services
and in marketing, advertising and promotional materials. We likewise
may preserve Your Content and account information and may also
disclose Your Content and account information 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. respond to claims that any of Your Content violates the rights of
third parties;
c. enforce or administer the Terms of Service, including without
limitation, these Terms of Service; and/or
d. protect the rights, property and/or personal safety of MOOV, its
users and/or the public, including fraud prevention.
You understand that the technical processing and transmission of
the Services, including Your Content, may involve transmissions over
various networks and/or changes to conform and adapt to technical
requirements of connecting networks or devices.
18. Rules for Use of Email Tools
18.1 MOOV may make available to you features and tools that allow
you to contact your Consumers, other users of the Services, or third
parties via email (the "Email Tools"). If you use Email Tools, you
represent and agree that:(a) you have the right and authority to
send emails to the addresses on your recipient list and such
addresses were gathered in accordance with email marketing
regulations in the recipient's country of residence;(b) your emails
are not sent in violation of any privacy policy under which the recipient
emails were gathered;(c) you will use the Email Tools in
compliance with all applicable local, state, provincial, national and
other laws, rules and regulations, including those relating to spam and
email, and including without limitation, the U.S. CAN-SPAM Act, the
Canadian CASL, and the EU GDPR and e-privacy
directive;(d) you will only use the Email Tools to advertise,
promote and/or manage a bona fide event listed on the
Services;(e) your use of the Email Tools and the content of your
emails complies these Terms;(f) you will not use false or
misleading headers or deceptive subject lines in emails sent using the
Email Tools;(g) you will respond immediately and in accordance
with instructions to any Consumer sent to you by MOOV requesting
you modify such Consumer's email preferences;(h) you will
provide an accessible and unconditional unsubscribe link for inclusion
in every email where one is required, and you will not send any emails
to any recipient who has unsubscribed from your mailing
list.18.2 If you violate any of these Email Tools rules or if your use
of the Email Tools results in bounce rates, complaint rates or
unsubscribe requests in excess of industry standards or if your emails
cause disruption to the Services, MOOV may (without limitation of any
other legal or contractual remedies it has) limit or suspend your
access to the Email Tools.
19-20
19. Notices
Notices to you may be sent via email or regular mail to the address
in MOOV's records. The Services may also provide notices of
changes to these Terms or other matters by displaying notices or links
to notices to you generally on the Services. If you wish to contact
MOOV or deliver any notice, you can do so at MOOV, Inc., Attn: Legal
Department 11 Woodrow Ln, Smithtown, NY, 11787 USA or via email
to
ebmail{kevin@whatsthemoov.com=>mailto:kevin@whatsthemoov.co
m}.20. Modifications to the Terms or Services MOOV reserves
the right to modify these Terms from time to time (collectively,
"Modifications"). If we believe the Modifications are material, we will
inform you about them by doing one (or more) of the following
a. posting the changes through the Services;
b. updating the "Updated" date at the top of this page; or
c. sending you an email or message about the Modifications.
Modifications that are material will be effective thirty (30) days
following the "Updated" date or such other date as communicated in
any other notice to you. Modifications that are simply addressing new
functions we add to the Services or which do not impose any
additional burdens or obligations on you will be effective immediately.
You are responsible for reviewing and becoming familiar with any
Modifications. Your continued use of the Services following
Modifications constitutes your acceptance of those Modifications and
the updated Terms. In certain circumstances, MOOV may seek a
Modification to these Terms that will only apply to you. This type of
Modification must be accomplished by way of a written or electronic
document signed by you and an authorized officer of MOOV. MOOV is
constantly evolving our products and services to better meet the
needs of our Users. Because of this, we cannot guarantee the
availability of certain product features or functionality. MOOV reserves
the right modify, replace or discontinue any part of the Services or the
entire Service.
21-22
21. Assignment.
We may, without your consent or approval, freely assign these Terms
and our rights and obligations under these Terms whether to an
affiliate or to another entity in connection with a corporate transaction
or otherwise.
22. Entire Agreement.
Except as otherwise set forth herein, these Terms constitute the entire
agreement between you and MOOV and govern your use of the
Services, superseding any prior or contemporaneous agreements,
proposals, discussions or communications between you and MOOV
on the subject matter hereof, other than any written agreement for
Services between you and an authorized officer of MOOV relating to a
specified event or events.
23-24
23. Applicable Law and Jurisdiction
These Terms are governed by the laws of the State of New York,
without regard to its conflict of laws rules. These laws will apply no
matter where in the world you live. But if you live outside of the United
States, you may be entitled to the protection of the mandatory
consumer protection provisions of your local consumer protection law.
MOOV is based in Smithtown, New York, and any legal action against
MOOV related to our Services and that is not precluded by the
arbitration provisions in these Terms must be filed and take place in
New York. Thus, for any actions not subject to arbitration, you and
MOOV agree to submit to the personal jurisdiction of the federal or
state courts (as applicable) located in Suffolk County, New York.
24. Feedback
We welcome and encourage you to provide feedback, comments and
suggestions for improvements to the Services ("Feedback"). Any
Feedback you submit to us will be considered non-confidential and
non-proprietary to you. By submitting Feedback to us, you grant us a
non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable,
perpetual license to use and publish those ideas and materials for any
purpose, without compensation to you.
25-26
25. Third Party Websites; Linked Accounts; Third Party Offers
The Services may provide, or Users may provide, links to other
Internet websites or resources. Because MOOV has no control over
such websites and resources, you acknowledge and agree that
MOOV 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, offers, products, services or other materials
on or available from such websites or resources, or any damages or
losses related thereto, even if such websites or resources are
connected with MOOV partners or third party service providers. For
example, if you purchase ticket insurance on MOOV from a third party,
your contractual relationship is with the third party ticket insurance
provider, not MOOV.
26. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a
waiver of our right to later enforce that or any other part of these
Terms. No oral waiver, amendment or modification of these Terms will
be effective. If any provision of these Terms is found to be
unenforceable, that part will be limited to the minimum extent
necessary and the other provisions of these Terms remain in full force
and effect. Section titles in these Terms are for convenience and have
no legal or contractual effect. No independent contractor, agency,
partnership, joint venture or other such relationship is created by these
Terms. We may freely assign any of our rights and obligations under
these Terms. We may translate these Terms into other languages for
your convenience. If there is a conflict between the English version
and a translated version, the English version will control.