AGREEMENT OF TERMS AND CONDITIONS
Overview of TOSThe following terms and conditions, otherwise referred to as "TOS", regulate all use by you as an event Organiser (as defined below) of (I) the Seaty websites and domains, including all webpages, subdomains and subparts therein contained, otherwise referred to as "Site", (II) all and any services available on or through the Site or otherwise provided by Seaty, and (III) all Software (as defined below), otherwise referred to as "Services"). The Services and Seaty are owned and operated by Seaty ("Seaty"). The Services are only offered subject to your acceptance, without modification, of all of the terms and conditions contained within this document and all other operating rules, procedures and policies that may be published from time to time on the Site by Seaty.
BY ACCESSING OR USING ANY PART OF THE SERVICES OFFERED BY SEATY, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY SEATY. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORISED OFFICER OF SEATY, OR (II) BY SEATY AS PROVIDED IN SECTION 1.2 BELOW.
Modification to TOSSEATY 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 every so often for changes. Your continued use of the Services following the publishing of any changes to this TOS constitutes complete acceptance of any changes. If any change to this TOS is not acceptable to you, your sole course of action is to cease accessing, browsing and otherwise using all Services.
DESCRIPTION OF SEATYSeaty provides the means for registered users who are event organisers, otherwise referred to as "Organisers" or "you", to track and, by agreement, collect payments with respect to the sale of tickets and services for events registered on the Site, including Service Fees (as defined below), otherwise referred to as "Event Ticket Fees", from users who want to attend such events, otherwise referred to as "Buyers". Organisers may visit the Site, fill in a form describing the details of their event, including ticket categories, pricing, venue, inventory, etc. Organisers can book tickets for anyone directly for an Event, or optionally accept and review requests from Buyers for tickets to their events and accept or deny them. There are no associated Service Fees for tickets booked directly by Organisers for Buyers and any payments due are to be settled and collected outside of Seaty. By agreement, Organisers can opt to have Seaty collect Event Ticket Fees online directly from Buyers, which includes a Service Fee (as defined below). All payments are all transacted through a secure provider and held, by Seaty, until after an event has ended. This TOS applies to you and your use of the Services as an Organiser.
YOUR USE OF THE SERVICES
The ServicesSeaty hereby grants you a non-transferable, non-exclusive, not re-licensable right to access and use the Services solely for the purposes of creating an event page with respect to promoting, managing, tracking, and collecting Event Ticket Fees for an event that you have registered on the Site. Said event page will in any case be (I) in compliance with this TOS, and (II) permitted under all applicable laws and regulations (foreign and domestic). By using the Services you agree that you shall not, and shall not permit anyone else to, indirectly or directly: (I) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (II) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure and organisation of all or any part of the Services (except that this restriction shall not apply to any limited extent restrictions on reverse engineering are prohibited by all applicable local law); (III) engage in any and all activity, of any type, that interferes with or disrupts the Services (IV); alter or remove any notices or labels on or in the Services or Site Content; or (V) rent, lease, distribute, resell or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Event Ticket Fees through the Site as an Organiser in accordance with this TOS).
SoftwareIf you are allowed to download or use any Software in connection with the Services, Seaty hereby grants you a personal, non-transferable, not re-licensable, revocable, non-exclusive licence to use the Software solely for your internal use in connection with the Services, and only ever in accordance with this TOS and the written instructions/directions (if any) provided by Seaty in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by Seaty, including without limitation Seaty’s mobile applications. For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United Kingdom export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.K. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all local laws and the rules and regulations of all credit card companies.
OverviewThere are two types of payment processing options Organisers may elect when using the Services: (1) "Organiser Managed Payment Processing" or "OMPP", which consists of collecting Event Ticket Fees using any means available outside of Seaty Services; and (2) "Seaty Payment Processing" or "SPP", which requires the agreement of Seaty administrators for the collection of Event Ticket Fees. Depending on the payment processing option the Organiser elects when using the Services, monetary payments will be made to the Organiser directly by Buyers (via OMPP) or by Seaty (via SPP), in each case as described below.
Organiser Managed Payment Processing(a) Independent Relationship
When using OMPP, Organisers and Buyers are entering an agreement whereby any monies due for collection for event ticket(s) are to be completely outside of all Seaty services. OMPP ticket orders include (I) any ticket that has been requested by a user and then accepted by an Organiser without online payment services (SPP); (II) any ticket that has been booked directly by an administrator without our online payment services (SPP).
(b) Services Fees
Organisers will collect all monies directly from Buyers under the OMPP option. Seaty is in no way involved, or responsible for, the collection of payment and all Services are provided as a means to track orders and payments between Organisers and Seaty users.
Seaty does not charge any Services Fees for the use of OMPP related ticket orders.
Seaty Payment Processing(a) Payment Process
When an Organiser elects to use Seaty for the collection of Event Ticket Fees, payment processing occurs directly through a secure provider chosen by Seaty. Under the SPP option, Seaty will collect all Event Ticket Fees on behalf of the Organiser from Buyers and deduct all applicable Services Fees from the Event Ticket Fees collected by Seaty, and then pass the remainder along to the Organiser within an agreed period, no sooner than 4 days, after the event end date for the event to which the Event Ticket Fees correspond (by sending an electronic funds transfer (via a secure provider), at the discretion of the Seaty owners, to the account that the creator of an event accurately designates to Seaty at that time), provided that Seaty reserves the right to withhold funds (I) at any time as Seaty determines to be necessary for the processing and settlement of all and any refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (II) as otherwise permitted pursuant to this TOS. Seaty, in its sole discretion, may determine to advance a portion of Event Ticket Fees to Organiser prior to the period set forth above, on such terms and conditions as Seaty may establish from time to time. Organiser agrees that all Event Ticket Fees for a given event are earned by Organiser only following conclusion of the applicable event and all Event Ticket Fees ultimately due will be net of all Service 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 Organiser from Seaty with respect to any event that is cancelled. If payments have already been made by Seaty to an Organiser for a cancelled event, such Organiser will immediately refund to Seaty all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in Great British Pounds, or other foreign currencies accepted by Seaty. If Organiser elects to list Event Ticket Fees in a foreign currency accepted by Seaty, Seaty will collect and disperse the funds in the foreign currency selected by Organiser.
ORGANISER AGREES THAT ANY PAYMENT BY SEATY OF EVENT TICKET FEES PRIOR TO THE END DATE OF THE APPLICABLE EVENT ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO ORGANISER UNDER THIS TOS AND THAT SEATY MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND ORGANISER SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO SEATY SUCH ADVANCE OR ANY PORTION THERE OF DEMANDED BY SEATY.
(I) Under the SPP option, it is the responsibility of the Organiser to communicate its refund policy to Buyers and to issue refunds to Buyers via communication with the Site. An Organiser 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 owners will permit an Organiser to issue refunds to Buyers, provided the refund is communicated by the Organiser before seventy-two (72) hours after the end date of an event and within three (3) 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 Seaty in its sole discretion. Subject to the foregoing, refunds requested by an Organiser will be processed within thirty (30) days after Organiser instructs the issuance of the refunds via communication with the Site. All communications or disputes regarding refunds are between the Organiser and Buyer, and Seaty will not be responsible or liable for, and Organiser hereby agrees to fully indemnify Seaty and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the SPP option. (II) Notwithstanding the foregoing, you acknowledge and agree that Seaty 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 Seaty receives complaints from a substantial number (as determined by Seaty in its sole discretion) of Buyers with respect to the applicable event or another event held by Organiser, or Seaty determines in its sole discretion that Organiser 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 Seaty would reasonably expect to lose a chargeback, Seaty may, in its sole discretion, request such refund to such Buyer(s), and Organiser shall then owe the amount of such refund to Seaty.
(c) Credit Card Chargebacks
Under the SPP option, any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Organiser of such event. All communications and disputes regarding chargebacks are between the Organiser and Buyer, and Seaty will not be responsible or liable in any way for, and Organiser hereby agrees to fully indemnify Seaty and its affiliates for, chargebacks issued in the course of the use of the SPP option.
Non-Exclusive Remedies(a) Payment
In the event that Organiser fails to pay to Seaty any amount owed pursuant to this TOS 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 Organiser to Seaty under this TOS or otherwise, Seaty may, without limiting its other rights and remedies, (I) deduct such amounts from Organiser's outstanding balance, whether for that particular event or for any other event that Organiser lists through the Services; and/or (ii) send an invoice to Organiser for such amounts to the extent Organiser's outstanding balance is insufficient to cover these costs, in which case Organiser shall pay Seaty such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Seaty hereunder are not made by Organiser when due, Seaty reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organiser's registration for the Services (including any and all accounts that Organiser may have) and to cancel all other events listed by Organiser.
Upon receipt of a credit card authorisation from each individual ticket purchase, Seaty generates a ticket order for the related Organisers event. You agree to unconditionally accept, honour and fulfil all ticketing commitments that have been confirmed by Seaty through the 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; 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 Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if Seaty provides you with tax tools or tax calculators that assist you in doing so. Seaty does not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Attendees, credits and deductions for which you may qualify and other factors, and you hereby release Seaty of any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you do collect Taxes on the Services, those Taxes will be treated like Event Ticket Fees and Seaty will pay such amounts to you at the same time as the underlying Event Ticket Fees. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. Seaty 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 Seaty to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Seaty for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
(II) All Fees charged by Seaty do not include any 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 Fees (other than those calculated based on Seaty’s net income) to Seaty. (III) Seaty reserves the right to withhold the payment of any amounts owed to you hereunder if Seaty believes in its discretion that it is required to do so by applicable local, provincial, national or other law, rule, regulation, judgment or order.
YOUR REGISTRATION OBLIGATIONSTo be a registered user of the Services as an Organiser you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the "Registration Data") and (b) 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 Seaty has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Seaty has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). Seaty is concerned about the safety and privacy of all its users, particularly children. For this reason 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 for an account.
ACCOUNT, PASSWORD AND SECURITYAs 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 Seaty of any unauthorised 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. Seaty 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 unauthorised 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 Seaty shall be the sole arbiter of such dispute in its sole discretion and that Seaty’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
Site ContentYou agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by Seaty in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Seaty may own the Site Content or portions of the Site Content may be made available to Seaty through arrangements with third parties. Except as expressly authorised by Seaty in writing or in connection with your use of the intended functionality of the 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 Seaty. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
Your ContentYou acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to Seaty a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, re-licensable (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. Seaty reserves the right to remove any of Your Content from the Site at any time if Seaty believes in its sole discretion that it does not comply with this TOS. In addition, you agree that Seaty 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 Seaty both on the Site and in marketing and promotional materials.
Certain RestrictionsYou understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Buyers and other users of the Services. You agree not to use the Services to:
• transmit, email, post, upload 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;
• harm minors in any way;
• facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize;
• impersonate any person or entity, including, but not limited to, an Seaty representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
• transmit, email, post, upload 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);
• transmit, email, post, upload 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;
• transmit, email, post, upload 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;
• transmit, email, post, upload 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 Services in a manner not permitted by this TOS or expressly authorised by Seaty;
• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
• intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (I) regulations promulgated by the U.K. Government, any rules of any national or other securities exchange 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.);
• stalk or otherwise harass any person or entity.
Certain Remedial RightsYou acknowledge that Seaty does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Seaty 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 Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Seaty 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: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Seaty , its users and/or the public. You understand that the technical processing and transmission of the 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.
SUB-DOMAINS AND LINKSSeaty may provide you with the right to use a sub-domain or link within the Site (e.g., seaty.co.uk/[event-tag]). All such sub-domains and links are the sole property of Seaty. In the event Seaty provides you with a sub-domain or link, your right to use such sub-domain or link may be terminated by Seaty at any time (with or without notice) for any reason or no reason.
SPECIAL CONSIDERATIONS FOR INTERNATIONAL USERecognizing the global nature of the Internet, 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 the United Kingdom or the country in which you reside.
In addition, the Services are subject to United Kingdom export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.K. has embargoed goods and/or services of the same type as the Services. By using the 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.