NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE DEACTIVATION OF YOUR ACCOUNT DUE TO NON-PAYMENT AS DESCRIBED IN SECTION 2. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. THIS AGREEMENT APPLIES TO ANY USER LOCATED ANYWHERE IN THE UNIVERSE, AND SHALL BE HELD AS VALID IN A COURT OF LAW REGARDLESS OF USER LOCATION.

1. Definitions

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

"Software" means (a) all of the contents of the files, apps, websites, or other media with which this Agreement is provided, including but not limited to (i) PromoTix, Inc. and PromoTix, Inc., and third party computer information or software, webware, internet applications and mobile applications power by PromoTix, Inc.; (ii) digital images, stock photographs, clip art, sounds or other artistic works ("Stock Files"); (iii) related explanatory written materials or files ("Documentation"); and (iv) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by PromoTix, Inc. (collectively, "Updates").

"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

“Licensee” means You or Your Company, unless otherwise indicated.

"Permitted Number" means one (1) Account unless otherwise indicated under a valid license (e.g. volume license) granted by PromoTix, Inc.

"Computer" means an electronic device, including mobile phones, that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

"Licensor" means PromoTix, Inc., a U.S. Virgin Islands based Corporation.

“Account” means the software and all information within the software, including information entered by You or others, which you may only access after use of login credentials.

“Service Fee” means the amount charged to you by PromoTix, Inc. for monthly access to your Account on the PromoTix, Inc. software platform.

2. Service Fees

You Agree that PromoTix, Inc., the Licensor, shall charge a Service Fee to access portions of your online web Account, and to grant you a Permitted Number of non-exclusive license(s) to Use the Software for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions or fees not charged by PromoTix, Inc.

2.1 When and How Service Fees are Charged

The Service Fee shall be calculated monthly or annually, depending upon the specific products and your arrangement with PromoTix, Inc., and charged at the beginning of service and on the first day of your renewal period on-going, which shall cover your use of the provided software for the coming year.

2.2 How the Service Fees are Calculated

Service Fees are calculated based on the number of active software modules you have within your Account. You will be billed for any module which was activated for any given period, within the billing cycle for that module.  Some modules are provided at no charge, others are billed monthly, and yet others are billed annually. Some products are charged on a commission basis, and others on a one-time purchase basis.

It is your responsibility to review each product independently of one another and ensure you understand the billing implications of each product before enabling the module. If you enable the module, you will owe the fees for that billing service period, irregardless of the length of time the module was activated.

You may reach out to PromoTix, Inc. at any time with questions in regards to potential fees prior to activating any paid modules within your Account.

2.3 Promotional Periods

At times PromoTix, Inc. may offer you promotions to use normally paid modules within the software at no charge for a limited time. If you are presented with an offer you may use the modules in our software with a granted Limited Use License for a limited amount of time without providing payment upfront to PromoTix, Inc. Should you decide to cancel and not use the additional provided services, you shall not be held responsible for any charges or fees during that promotional time. If you do not deactivate the module prior to the deadline for the end of the promotional period, you will be charged for the module for the billing cycle in which it remained activated. No refunds are provided in the case that you have not deactivated the module within the given time period, and it is your responsibility to ensure you do deactivate the module if you decide not to continue after the promotional period.

2.4 Fees For Services

YOU AGREE THAT THE TOTAL SERVICE FEES SHALL CHANGE AND INCREASE WITH EVERY MODULE YOU DECIDE TO PURCHASE. YOU ALSO AGREE THAT YOU WILL BE CHARGED FOR ANY MODULES YOU HAVE ACTIVATED AT ANY GIVEN POINT DURING THE RESPECTIVE BILLING CYCLE. YOU AGREE THAT YOU WILL BE BILLED WHETHER YOU HAVE ACTIVE CAMPAIGNS, EVENTS, OR NOT IF THE MODULES ARE ACTIVATED WITHIN YOUR ACCOUNT.

3. User Software License Agreement

You Agree to be bound by this Agreement and the separate Privacy Policy Agreement. You Agree shall their be any conflict between the Privacy Policy Agreement and this Agreement, this Agreement shall overrule. We reserve the right to revoke your User License.

4. Payments on Your Behalf to Street Team Members

You Agree PromoTix, Inc. may make payments, such as commission payments, to Ambassador Street Team Members for ticket sales they have made on your behalf at the Commission Rates set by you for the specific campaign in which the ticket has been sold. Payments made on your behalf to others shall be deducted from your current balance. If your balance is not enough to make the payment, your credit card shall be billed.

5. Third Party Payment Processors

PromoTix, Inc. allows you to connect Third Party Payment Processors for collection of funds for tickets and products you sell within the PromoTix, Inc. Software ecosystem. PromoTix, Inc. is not responsible for Payment Processing Fees you incur using these third party services.

6. Deactivation of Your Account Due to Non-Payment or Non-Sufficient Funds

You Agree PromoTix, Inc. may immediately de-activate or revoke access to your web Account or web software at any time if payment of any fees or payments owed by you are not made when payments are due. PromoTix, Inc. may re-instate access to your Account upon receipt of payments owed at its sole discretion. PromoTix, Inc. shall reserve the right no to re-instate access to your Account shall PromoTix, Inc. choose to do so. This may include whether you have live events or not on the platform. We may also choose to pursue damages and legal fees shall you owe a balance to PromoTix, Inc. in which we believe we shall not collect on otherwise, including any fees for customer support or liability arising from your ticket buyers due to events you have held on the platform.

7. Closing your Account

You can request to close your Account at any time. To close your Account, you must have no active events or campaigns in your Account. You must also have finalized all pending rewards to any Ambassador Street Team Members by either approving or denying them. You must also have paid any balances owed to Ambassador Street Team Members such as commissions, and any balances owed to PromoTix, Inc. for any Service Fees owed for promotional or paid services. Once all Campaigns have ended, rewards distributed to Ambassador Street Team Members, and payments made to bring all balances current, you may close your account. You Agree that PromoTix, Inc. can deduct any payments owed on your behalf to Ambassador Street Team Members or to PromoTix, Inc. from any balance you hold from any account connected to the PromoTix, Inc. software application during a final reconciliation prior to closing your Account.

8. Sponsors

8.1 Free Services Are Sponsored Services

PromoTix, Inc. provides many free services and features within the application to you by way of funding from Sponsors who have partnered with PromoTix, Inc. to provide you and/or your customers that service. Some of these include, but are not limited to, No Service Fee Ticketing Product, Recruiting of Ambassadors, and more. You Agree that we can provide the Sponsor with Brand Activation Space on Tickets to your events, and in other areas on free services we provide to you.  The exchange of value provided for the Activation Space we reserve on your Tickets for Sponsors, is limited solely to the No Service Fee Ticketing Product associated with the ticketing software application, PromoTix, Inc. YOU AGREE THAT NO FINANCIAL COMPENSATION IS OWED TO YOU FROM THE SPONSOR OR FROM PROMOTIX, INC. FOR SPONSORSHIPS OF FREE SERVICES WE PROVIDE YOU.

8.2 You May Purchase Your Own Brand Activation Space

You may, choose at your discretion, to purchase the Sponsor Brand Activation Space on Tickets to your own events if you do not want outside sponsors displayed on your tickets. In such case, after purchasing the space, you can upload whatever brand or sponsor of your own you would like in that space, or upload none at all. Purchasing the Brand Activation Space on your own event Tickets does not provide you with the opportunity to charge ticket service fees on your tickets.

8.3 Revenue Splits of Sponsorships

PromoTix, Inc. aggregates event attendance and open Sponsor inventory across the platform to help find and secure Sponsors to lower your event costs on both free services we provide and on paid modules you may purchase from us. PromoTix, Inc. will provide no Revenue Split on Sponsorships of Free Services we provide to you. 

On modules within the software in which you pay us a fee to access and use, you have a choice whether to accept Sponsor Activations or not and accept a Revenue Split.  We may from time to time, make financial offers to you for Sponsorship. In these cases, the Sponsor would become an official Sponsor of PromoTix, Inc. and not your company. Through PromoTix, Inc. the Sponsor would then have use of the Brand Activation Space on your paid modules to access your attendee base, such as but not limited to, within your Custom Branded Mobile App or during a Live Stream. PromoTix, Inc. will offer you a Non-Negotiable Revenue Split Amount on the Sponsorship Revenue generated from the use of the Activation Space within your paid module. If you decline, no Sponsor information will show up on your paid modules or features and you may choose to use the space for your own sponsors without any additional financial payment to PromoTix, Inc. Declining a Sponsorship on a paid module or feature does not affect PromoTix, Inc.'s right to provide Activation Space on Free Services provided to you without your consent, if you have not purchased the Activation Space prior yourself.

8.4 Payment of Revenue Splits as Credits

Revenue Splits for Sponsorships shall be provided in the form of Credits to your PromoTix, Inc. Account. PromoTix, Inc. shall not provide cash, or cut checks for negative balances due to Sponsorship Credits. Sponsorship Credits can only be used on the platform towards PromoTix, Inc. provided services and can help to lower the fees owed by you to PromoTix, Inc. Credits shall have no expiration date, and can be used by you at any time for additional PromoTix, Inc. services. 

9. INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE BY USE OF THE SOFTWARE, TO USE THE SOFTWARE AT YOUR OWN RISK, TO INDEMNIFY, PROTECT, AND HOLD HARMLESS PROMOTIX, INC., IT'S SUBSIDIARIES, ASSIGNS, SPONSORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AND BOARD MEMBERS, FROM ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SOFTWARE WHAT-SO-EVER, INCLUDING BUT NOT LIMITED TO, BUGS WITHIN THE SOFTWARE, DOWNTIME OF SERVERS, CALCULATION ERRORS, DATA LOSS, INABILITY TO ACCESS YOUR ACCOUNT, SPEED OF SERVICES, RESPONSIVENESS, EQUIPMENT FAILURE, CLERICAL ERRORS, BILLING ERRORS, DATA BREACHES, UNAUTHORIZED USE OF YOUR ACCOUNT, USER GENERATED INFORMATION DISPLAYED ON THE WEBSITE, OR OTHER.