Event Provider Terms of Service

Event Provider Terms of Service

The following pages contain our Terms of Service for Users of our Site who wish to plan, promote, provide or sell Event Tickets to an event they are Organizing (the “Organizers”) to users of the Site who want to attend such events (the "Buyers") while making it easy for everyone to discover events, and to share the events they are attending with the people they know.

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

Date of Last Revision: June 8, 2021.


This Event Provider Terms of Service (the “TOS”) applies to users of the Neighbur website and/or smart device mobile software Application (the "Site") which is a part of Neighbur Inc. and the family of companies owned and operated by Neighbur Inc. (collectively, "NEIGHBUR" or “Neighbur” or “our” or “we” or “us”).

This Event Provider Terms of Service is incorporated into and subject to the terms of our Terms and Conditions User Agreement (the “User Agreement”). Terms defined in the User Agreement have the same meanings herein. We reserve the right to amend this Event Provider Terms of Service at any time, with or without notice. If there are material changes to this Event Provider Terms of Service, we will notify you by placing prominent notice on the Site and where applicable to you, thought our Mobile Services. When we post changes to this Event Provider Terms of Service, we may also revise the "last updated" date. We encourage you to periodically review this Event Provider Terms of Service.

The NEIGHBUR Site enables people all over the world to plan, promote, provide and sell tickets to any event while making it easy for everyone to discover events, and to share the events they are attending, have attended or wish to attend with the people they know (the “Event Services”).  The following pages contain our Terms of Service for Users of our Site who wish to make use of the Event Services and who would like to sell or otherwise provide Event Tickets to an event they are Organizing or are otherwise affiliated with (hereafter the “Provider” or “Organizer” or “you” or “your”) as registered on the Site, to users of the Site who want to attend such events (the "Buyers" or “Registered Attendees”). Organizers may visit the Site and use the Event Services, fill out a questionnaire about their event, including date, time, location, theme, pricing, inventory, etc., and promote the sale or distribution of Event Tickets.  Neighbur is not the creator, organizer or owner of the events listed on the Site. Rather, Neighbur provides the Site, which allow Organizers to manage ticketing and registration and promotion of their events.

Payments for all paid Event Tickets on our Site are all transacted through the NEIGHBUR payment processing gateway (the "Gateway"), which govern all use of our Event Services in respect of Ticket Sales and Promotion, and which forms part of our User Agreement.

1.                      Acceptance of Terms

      a)      Overview:  The following terms and conditions govern all use by you as an Organizer.  You understand and agree that our Site and Event Services are owned and operated by NEIGHBUR. You further understand and agree that our Site and Event Services and Mobile Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein, our User Agreement and all other operating rules, policies and procedures that may be published from time to time on the Site by Neighbur. 

 

BY USING OR ACCESSING ANY PART OF THE SITE OR EVENT SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, OUR USER AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY NEIGHBUR. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SITE OR EVENT SERVICES.

 

      b)      Modification:  NEIGHBUR reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Event Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site and Event Services.

 

      c)      Language:  We may translate this Terms of Service, our Privacy Policy or any other operating rules, policies, guidelines and procedures that may be published from time to time on the Site into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Event Services and in the event of any conflict between the English language version and a translated version, the English language version will control.

2.                      Organizer Use of Event Services

      a)      The Event Services.  NEIGHBUR hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Event Services solely for the purposes of creating an event with respect to, and promoting, distributing, managing, tracking, and collecting Event Registration Fees for, an event that you have registered on the Site, in each case (i) in compliance with this TOS, (ii) Our User Agreement, and (iii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Event Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Event Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Event Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Event Registration Fees through the Site as an Organizer in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Event Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Site or Event Services.

 

      b)      Our Software.  The Site Software and the transmission of applicable data is subject to Canadian and United States export controls. No Site Software may be downloaded or otherwise exported or re-exported in violation of Canadian or U.S. export laws. Downloading or using the Site Software is at your sole risk. You shall also be responsible for using the Site Software in a manner that complies with all federal, provincial, state and local laws and the rules and regulations of all credit card companies.

3.                      All Applicable Licenses and Permits Must Be Obtained

If you are an Organizer, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service or our User Agreement, you represent and warrant to us that:

      a)      You and your affiliates will obtain, prior to the start of ticket sales, all applicable licences, permits, and authorizations (individually and collectively, "Licensure") with respect to events hosted by you or your affiliates on the Site. 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 Site will comply, with all applicable laws, regulations, rules and ordinances;

      c)      You will only request that Neighbur 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 you and your affiliates will maintain in force throughout the term of access to the Site the applicable Licensure for organizer to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Site;

      d)      Without limiting the generality of any release provided under this TOS or our User Agreement, as a material inducement to Neighbur permitting you to access and use the Site, you hereby agree to release Neighbur, 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; and

      e)      Without limiting your indemnification obligations elsewhere under this TOS or our User Agreement, you agree to defend, indemnify and hold  Neighbur, 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.

      f)       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 Neighbur from time to time.

4.                      Email Tools and Services

      a)      We may make available to you as an Organizer, features, services and tools that allow you to contact your Buyers or potential Buyers, other users of the Site, or third parties via email (the "Email Tools"). If you use Email Tools, you represent and agree that:

                            I.     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;

                           II.     your emails are not sent in violation of any privacy policy under which the recipient emails were gathered;

                         III.     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;

                         IV.     you will only use the Email Tools to advertise, promote and/or manage a bona fide event listed on the Site;

                          V.     your use of the Email Tools and the content of your emails complies these Terms;

                         VI.     you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;

                       VII.     you will respond immediately and in accordance with instructions to any Buyer sent to you by Neighbur requesting you modify such Buyer's email preferences; and

                      VIII.     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.

      b)      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 Site, Neighbur may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Tools.

5.                      Payment, Refund and Chargebacks

      a)      The Gateway and Payment Process.  The NEIGHBUR Gateway for the collection of Event Registration and/or Ticket Fees, payment processing occurs directly through Neighbur.com. NEIGHBUR will collect all Event Registration and Ticket Fees and associated Convenience fees on behalf of the Organizer from Buyers or at the Organizer’s request from the Organizer directly and deduct all applicable Convenience fees from the Event Registration Fees and Ticket Fees collected by NEIGHBUR, and then pass the remainder along to the Organizer within five (5) business days after the event end date for the event to which the Event Registration Fees correspond (either by mailing a check or through an electronic funds transfer, depending on the option the Organizer has chosen through using the Site, to the address or account, respectively, that the Organizer accurately designates on the Site), provided that NEIGHBUR reserves the right to withhold funds (i) at any time as NEIGHBUR determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. NEIGHBUR, in its sole discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth above, on such terms and conditions as NEIGHBUR may establish from time to time. Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following five (5) business days after the conclusion of the applicable event and all Event Registration Fees ultimately due will be net of all Convenience fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to an Organizer from NEIGHBUR with respect to any event that is cancelled. If payments have already been made by NEIGHBUR to an Organizer for a cancelled event, such Organizer will immediately refund to NEIGHBUR all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in Canadian Dollars, or other foreign currencies accepted by NEIGHBUR. If Organizer elects to list Event Registration Fees in a foreign currency accepted by NEIGHBUR, NEIGHBUR will collect and disperse the funds in the foreign currency selected by Organizer.

 

ORGANIZER AGREES THAT ANY PAYMENT BY NEIGHBUR OF EVENT REGISTRATION FEES PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO ORGANIZER UNDER THIS TOS AND THAT NEIGHBUR MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND ORGANIZER SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO NEIGHBUR SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY NEIGHBUR.

 

      b)      Refunds.  It is the responsibility of the Organizer to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site. An Organizer shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Organizer to issue refunds to Buyers, provided the refund is issued by Organizer before ninety-six (96) hours after the end date of an event and within six (6) months after the transaction date for the underlying ticket purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by NEIGHBUR in its sole discretion. Subject to the foregoing, refunds issued by an Organizer will be processed within thirty (30) days after Organizer instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Organizer and Buyer, and NEIGHBUR will not be responsible or liable for, and Organizer hereby agrees to fully indemnify NEIGHBUR and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the site. (ii) Notwithstanding the foregoing, you acknowledge and agree that NEIGHBUR shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if NEIGHBUR receives complaints from a substantial number (as determined by NEIGHBUR in its sole discretion) of Buyers with respect to the applicable event or another event held by Organizer, or NEIGHBUR determines in its sole discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Buyer(s) request a refund, whether due to a cancelled event or for any other reason where NEIGHBUR would reasonably expect to lose a chargeback, NEIGHBUR may, in its sole discretion, issue such refund to such Buyer(s), and Organizer shall then owe the amount of such refund to NEIGHBUR.

 

      c)      Credit Card Chargebacks.  Any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Organizer of such event. All communications and disputes regarding chargebacks are between the Organizer and Buyer, and NEIGHBUR will not be responsible or liable in any way for, and Organizer hereby agrees to fully indemnify and defend NEIGHBUR and its affiliates for, chargebacks issued in the course of the use of the site.

6.                      Non-Exclusive Remedies

      a)      Payment.  In the event that Organizer fails to pay to NEIGHBUR any amount owed pursuant to this TOS or other valid agreement between NEIGHBUR and Organizer when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Organizer to NEIGHBUR under this TOS or otherwise, NEIGHBUR may, without limiting its other rights and remedies, (i) deduct such amounts from Organizer's outstanding balance, whether for that particular event or for any other event that Organizer lists through the Site or Event Services; and/or (ii) send an invoice to Organizer for such amounts to the extent Organizer's outstanding balance is insufficient to cover these costs, in which case Organizer shall pay NEIGHBUR such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to NEIGHBUR hereunder are not made by Organizer when due, NEIGHBUR reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organizer's registration for the Site and Event Services (including any and all accounts that Organizer may have) and to cancel all other events listed by Organizer.

 

      b)      Confirmation.  Upon receipt of a credit card authorization from each individual ticket purchase, NEIGHBUR generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by NEIGHBUR through the Site and Event Services, and it is your responsibility to verify the Buyer's membership status, confirmation number and/or any event restrictions prior to the subject event.

 

      c)      Taxes and Withholding

 

                            I.     You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Event Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if NEIGHBUR provides you with tools that assist you in doing so. NEIGHBUR does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you or to your event or any event. NEIGHBUR cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires NEIGHBUR to pay any Taxes attributable to your use of the Site or Event Services, you agree to indemnify and reimburse NEIGHBUR for such Taxes and all costs and expenses related thereto.

                           II.     All Convenience fees charged by NEIGHBUR do not include Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Convenience fees (other than those calculated based on NEIGHBUR net income) to NEIGHBUR.

                         III.     In addition, due to U.S.A. IRS regulations, you agree that if you are a citizen of the U.S.A or are hosting an event within the U.S.A and NEIGHBUR processes transactions and issues you payouts (A) for more than $20,000 in gross sales and (B) for more than 200 order transactions, in each case during a given calendar year and in the aggregate across all of your accounts, NEIGHBUR is required to report to the IRS the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year, as well as, your name, your address, and your Tax Identification Number ("Your Tax Information"). Starting in 2013, as part of these new IRS regulations, NEIGHBUR is required to either (I) collect Your Tax Information or (II) establish that you are a foreign person not subject to US taxes, before your accounts pass the 200 order transaction threshold in the aggregate. Once your accounts cross the 200 order transaction threshold, you agree that you will not receive any further payments from NEIGHBUR until either (I) or (II) above are satisfied.

                         IV.     NEIGHBUR reserves the right to withhold the payment of any amounts owed to you hereunder if NEIGHBUR suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if NEIGHBUR is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by NEIGHBUR).

7.                      Your Registration Obligations

      a)      To be a registered user of the Event Services as an Organizer you agree to: (i) Abide by the terms and conditions of our User Agreement, (ii) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the "Registration Data") and (iii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or NEIGHBUR has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NEIGHBUR has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Event Services (or any portion thereof).

      b)      NEIGHBUR is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the User Agreement you must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register an event as an Organizer.

8.                      Your Account, Password and Security

As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify NEIGHBUR of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. NEIGHBUR cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that NEIGHBUR shall be the sole arbiter of such dispute in its sole discretion and that NEIGHBUR'S decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

9.                      Content

      a)      Site Content.  You agree that all material, including without limitation information, data, software, text, design elements, graphics, images, video and other content (collectively, "Content"), contained in or delivered via the Event Services or otherwise made available by NEIGHBUR in connection with the Event Services (collectively, "Site Content") is collected and provided in accordance with the Terms and Conditions of the User Agreement and is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. NEIGHBUR may own the Site Content or portions of the Site Content may be made available to NEIGHBUR through arrangements with third parties. Except as expressly authorized by NEIGHBUR in writing or in connection with your use of the intended functionality of the Event Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of NEIGHBUR. You shall use the Site Content only for purposes that are permitted by this TOS, the User Agreement and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.

      b)      Your Content.  You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to NEIGHBUR in accordance with the User Agreement and this TOS a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. NEIGHBUR reserves the right to remove any of Your Content from the Site at any time if NEIGHBUR believes in its sole discretion that it does not comply with this TOS or for any reason what-so-ever. In addition, you agree that NEIGHBUR may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of NEIGHBUR both on the Site and in marketing and promotional materials of NEIGHBUR.

10.                  Conduct

      a)      Certain Restrictions.  You understand that you are liable for all of Your Content, in whatever form, that you provide or otherwise make available to or through the Event Services, including to Buyers and other Users of the Site and Event Services. You agree that you have read, understood and will abide by the User Agreement and will not use the Site or Event Services to:

                            I.     upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

                           II.     harm minors in any way;

                         III.     facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize unless specifically authorized in writing by NEIGHBUR to do so;

                         IV.     impersonate any person or entity, including, but not limited to, an NEIGHBUR representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;

                          V.     forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Event Services;

                         VI.     upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

                       VII.     upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;

                      VIII.     upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to events listed on the Site and other goods and services being sold or provided in conjunction with such events;

                         IX.     upload, post, email, transmit or otherwise make available any Content that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Event Services in a manner not permitted by this TOS or The User Agreement;

                          X.     interfere with or disrupt the Event Services or servers or networks connected to the Event Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Event Services;

                         XI.     intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or

                       XII.     stalk or otherwise harass any person or entity.

 

      b)      Certain Remedial Rights.  You acknowledge that NEIGHBUR does not pre-screen any of Your Content provided or made available by you or any third party in connection with the Site or Event Services, but that NEIGHBUR and its designees shall have the right (but not the obligation) in their sole discretion to:

                            I.     monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or

                           II.     rescind and terminate your right to use the Site or Event Services at any time (with or without notice) for any reason or no reason.

      c)      You acknowledge and agree that NEIGHBUR may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

                            I.     comply with legal process;

                           II.     enforce this TOS or the User Agreement;

                         III.     respond to claims that any of Your Content violates the rights of third parties; and/or

                         IV.     protect the rights, property, or personal safety of NEIGHBUR, its users and/or the public.

      d)      You understand that the technical processing and transmission of the Event Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

11.                  International Use

      a)      Recognizing the global nature of the Internet and in accordance with the User Agreement, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from Canada, the United States or the country in which you reside.

      b)      In addition, the Event Services are subject to Canadian and United States export controls. No part of the Event Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Event Services. By using the Event Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Event Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Event Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.

12.                  Additional Services

NEIGHBUR may, upon request, and for such fees as NEIGHBUR may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your event, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Event Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, NEIGHBUR Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of NEIGHBUR and shall set forth the Convenience fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate NEIGHBUR Equipment Lease Agreement.

13.                  Indemnity

      a)      In accordance with the User Agreement and this TOS, you agree to defend, indemnify and hold NEIGHBUR, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, 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") due to or arising out of: 

                            I.     your breach of this TOS (including any terms or agreements or policies incorporated into this TOS);

                           II.     your use of the Services in violation of this TOS or other policies we post or make available;

                         III.     your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;

                         IV.     Neighbour’s collection and remission of taxes; and

                          V.     if you are an Organizer, your events (including where Eventbrite 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 Eventbrite's gross negligence or willful misconduct.

      b)      NEIGHBUR shall provide notice to you of any such Claim, provided that the failure or delay by NEIGHBUR in providing such notice shall not limit your obligations hereunder. NEIGHBUR reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting NEIGHBUR’s defense of such matter.

14.                  Service Modifications/Suspensions

In accordance with the User Agreement, NEIGHBUR reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Event Services or the Site (or any part thereof) for any reason or no reason with or without notice. NEIGHBUR will not be responsible to you for a refund, in whole or part, of Convenience fees for any reason, except for Convenience fees related to refunds issued to Buyers. You agree that NEIGHBUR shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Event Services.

15.                  Termination

NEIGHBUR, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Site or Event Services, and remove and discard any and all of Your Content within the Site or Event Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due NEIGHBUR, or if NEIGHBUR believes that you have violated or acted inconsistently with the letter or spirit of this TOS or the User Agreement. You agree that any termination of your right to use the Site or Services may be affected without prior notice and acknowledge and agree that NEIGHBUR may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Event Services. Further, you agree that NEIGHBUR shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Event Services. All provisions of this TOS or User Agreement that by their nature should survive termination of your right to use the Site or Event Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).

16.                  Links

The Site or Event Services may provide, or third parties may provide, links to other Internet websites or resources. Because NEIGHBUR has no control over such websites and resources, you acknowledge and agree that NEIGHBUR is not responsible for the availability of such websites or resources and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that NEIGHBUR shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.

17.                  Disclaimer of Warranties

      a)      To the extent permitted by applicable laws, the Site and Event services are provided on an "as is" and "as available" basis.  NEIGHBUR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NEIGHBUR MAKES NO WARRANTY THAT:

(I)                THE EVENT SERVICES WILL MEET YOUR REQUIREMENTS;

(II)              THE EVENT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(III)             THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE EVENT SERVICES WILL BE ACCURATE OR RELIABLE;

(IV)            THE EVENT SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR

(V)              ANY ERRORS IN THE EVENT SERVICES WILL BE CORRECTED.

      b)      NEIGHBUR IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, EVENT SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND NEIGHBUR WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE.

      c)      YOU ACKNOWLEDGE THAT NEIGHBUR HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON-ORGANIZERS' AND ORGANIZERS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, NEIGHBUR IS NOT AFFILIATED WITH, AND HAS NO EMPLOYMENT RELATIONSHIP WITH, ANY THIRD-PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE EVENT SERVICES, AND NEIGHBUR HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD-PARTY SERVICE PROVIDER.

      d)      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.

      e)      Notwithstanding the foregoing, you may report the misconduct of Site users, Buyers, other non-Organizers, Organizers and/or third parties in connection with the Site or any Event Services to NEIGHBUR. NEIGHBUR, in its sole discretion, may investigate the claim and take necessary action.

18.                  Limit of Liability

      a)      NEIGHBUR SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE EVENT SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS OR THE USER AGREEMENT, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NEIGHBUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF CAN$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN ORGANIZER WITH RESPECT TO THE EVENT SERVICES, OR (IV) ANY MATTERS BEYOND NEIGHBUR'S REASONABLE CONTROL. NEIGHBUR SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SITE OR EVENT SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

      b)      Nothing in this TOS 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.

19.                  Release

      a)      IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SITE AND EVENT SERVICES, YOU HEREBY AGREE TO RELEASE NEIGHBUR, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SITE, EVENT SERVICES, YOUR ACCESS AND USE OF THE SITE OR EVENT SERVICES, OR YOUR EVENT.

      b)      IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY 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."

20.                  Privacy

      a)      All information provided by you or collected by NEIGHBUR in connection with the Event Services is governed by NEIGHBUR's Privacy Policy, a copy of which is located here, which is hereby incorporated by reference into this TOS and our User Agreement. NEIGHBUR strongly recommends that you review the Privacy Policy closely. In particular, Organizers should note that NEIGHBUR may use information it receives or collects regarding Buyers in accordance with the terms of its Privacy Policy, which may include use for marketing or promotion of other events or services that may be of interest to such Buyers. Further, any information submitted or provided by you to the Event Services may be publicly accessible. You should take care to protect private information or information that is important to you.

      b)      As an Organizer, you represent, warrant and agree that:

                                 I.     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) Buyers; and

                               II.     you will at all times comply with any applicable policies posted on the Site with respect to information you collect from (or receive about) Buyers.

      c)      NEIGHBUR shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Event Services, this information may become public. NEIGHBUR does not control and shall not be responsible for the acts of you or any other users (whether Organizers, Buyers, other non-Organizers or otherwise) of the Site or Event Services.

21.                  Notice and Action

      a)      Notices.  Notices to you may be made via either email or regular mail to the address in NEIGHBUR's records. The Site and Event Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Event Services. Any notice from you to us shall be sent in writing to our mailing address.

      b)      Arbitration.  Any controversy or claim arising out of or relating to this TOS or the provision of the Event Services shall be exclusively settled by final and binding arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. [the Simplified Arbitration Rules of the ADR Institute of Canada, Inc.] by a single Arbitrator. The place of arbitration shall be Toronto, Ontario, Canada.  The language of the arbitration shall be English.  Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Toronto, Ontario, Canada and judgment on the arbitration award may be entered in any court having jurisdiction thereof. You and NEIGHBUR agree to submit to the personal jurisdiction of the courts located within the city of Toronto, Ontario, Canada. Either you or NEIGHBUR may seek any interim or preliminary relief from a court of competent jurisdiction in Toronto, Ontario, necessary to protect the rights or property of you or NEIGHBUR (or its agents, suppliers, and subcontractors) pending the completion of arbitration.

      c)      Violations.  Please report any violations of this TOS by contacting our Help Desk at:  https://support.neighbur.com

22.                  Wavier; Invalid Provisions

The failure or delay of NEIGHBUR to exercise or enforce any right or provision of this TOS or of the User Agreement shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this policy shall remain in full force and effect.

23.                  Time to File Claim

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Event Services, or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.

24.                  Titles

The section titles in this TOS are for convenience only and have no legal or contractual effect.


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