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SHOWPASS TERMS OF SERVICE AND TERMS OF USE

Last Updated: October 24, 2017

1.    WHO WE ARE

Showpass provides organizers, producers, promoters, presenters, owners and managers (collectively, “Organizers”) of events, venues and other activities (each, an "Event"), services through which they can promote and sell reservations, tickets, memberships, certificates, admissions, donations and/or confirmations (each, an "Admission Item") that allow the ticket holder or purchaser (each, a "Patron") attendance at, access to, or participation in, Events. Organizers may also market and sell goods and merchandise (“Merchandise”) to Patrons and other services related to Events through the Services. Admission Items, Merchandise and such other services are collectively referred to as "Items".

Showpass is incorporated as Up In Code Inc., an Alberta corporation with its head office located at 2800, 150 1 ST SW, Calgary, AB. T2S 3C3 (referred to in these Terms of Service and Terms of Use as the "Company," “Showpass, "Up In Code," "we," "us,” or "our" ).

2.    SERVICES WE PROVIDE

Showpass’s websites and domains, including www.showpass.com, and any other webpages, subdomains, country level domain variants that link or refer to these Terms (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us from time to time (including our application programming interfaces), and all of our free mobile applications that we may make available from time to time, including without limitation the Showpass app (collectively, the “Applications”) are offered, maintained and provided by Showpass. All of the foregoing is collectively referred to in these Terms of Service and Terms of Use as the “Services.”

3.    BINDING AGREEMENT

These Terms of Service and Terms of Use (these “Terms”) set forth the terms and conditions upon which we provide the Services to Organizers to promote, market and sell Items related to Events and upon which Patrons may use our Site and Applications including to browse Events and browse and make purchases of Items. In these Terms, we may collectively refer to Organizers, Patrons and other visitors to our Site or Applications or users of the Services as “you”, “your” or “User”.

By clicking on the “Login” or “Sign-up” button or by otherwise accepting or using any of the Services in any way (including by visiting or browsing our Site, creating an account with Showpass, using any of the Applications or promoting or selling, or browsing or purchasing, any Item through the Services), you represent that (i) you have read and understand these Terms, and our Privacy Policy published on our website at www.showpass.com/privacy-policy (as such policy may be amended or modified from time to time in accordance with the terms thereof, the “Privacy Policy”), which is incorporated by reference into, and forms a part of, these Terms; (ii) you expressly agree to, and consent to be bound by, all of the terms and conditions contained in these Terms without modification (including, but not limited to, the Privacy Policy and any other policy incorporated by reference herein); and (iii) these Terms will have the same force and effect as a written contract executed and delivered between you and us.

4.    OUR SERVICES

Users shall register with us in order to use the Services.

Showpass agrees with Organizers who are registered with us, to provide the following Services: (i) display and list such Organizer’s Events, and in relation to each such Event, the Organizer’s reservation form and other Items on Showpass’ website located at http://www.showpass.com (or any other Site which Showpass may determine is applicable in relation to such Event); (ii) accept and process, with respect to such Event, on-line orders for tickets, virtual waitlist entries, and reservations, as well as the Organizer’s Items, provide the Showpass payment processor described in Section 5.1 below with respect to such Event, and process all credit card and other payments for the applicable Items on the Organizer’s behalf; (iii) provide an accounting to the Organizer of our fees and charges for each ticket or other Item sold through the Services; (iv) provide a platform to provide distribution of ticket sales related to such Event, through the Organizer’s own agents and/or employees inclusive of tracking and processing ticket transactions, reservations, and other actions taking place on our Site; and (v) provide the Organizer with access to the Apple and Android based applications for Showpass.

Each User acknowledges and agrees that we are not organizers, producers, promoters, presenters, owners or managers of Events or venues and that all purchases and sales of, and agreements to purchase and sell, Items arising or made through or in connection with the Services, are between the applicable Organizer and the applicable Patron. Showpass is not party to any such purchase or sale or agreement to purchase or sell. In providing the Showpass payment processor, and providing any Services involving payment by Patrons for Items or refunds to Patrons as described below, Showpass is acting as the agent of the Organizer solely for such purposes, and Showpass is not liable or obligated to any Patron as a result of providing such Services to the Organizer.

The Services may incorporate, contain, or otherwise use or make available, images, videos, text, music, information and other content, and software or other technology owned or licensed by Showpass from third parties (collectively, "Our Content"). Our Content may be protected by copyright, trade-mark, patent, trade secrets and other intellectual property rights and laws. As between you and Showpass, Showpass owns and retains all rights in Our Content and the Services. You will not remove, alter or conceal any copyright, trade-mark, service mark or other proprietary rights notices incorporated in or accompanying Our Content. You will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, use, decompile, disassemble, or reverse engineer or otherwise exploit Our Content, except you may use Our Content to the extent necessary to use or receive the Services and only as expressly permitted by Showpass and we grant to your a non-exclusive, royalty free, revocable, worldwide license to access and use the Services for the purposes of browsing and purchasing Items, and if you are an Organizer, for the additional purposes of promoting Events and promoting and selling Items, all as contemplated by these Terms. All improvements, updates, modifications or enhancements made by Showpass to any of the Services and all derivate works created by Showpass in relation to the Services (collectively, “Modifications”), shall be the exclusive property of Showpass and shall be included in Our Content, and User shall not have, and shall not obtain any right, title or interest therein, notwithstanding that any such Modification may be related to, or developed further to, any feedback or input from any User including with respect to any suggestion, recommendation or information whatsoever received from any User. All rights of Showpass not specifically and expressly granted herein by Showpass are reserved by Showpass.

Notwithstanding any other provision of these Terms, we reserve the right to decline your request to use any of the Services for any reason and without notice to you.

We may discontinue, modify or replace any Site or Application or any of the other Services from time to time.

5.    FEES, CHARGES, AND PAYMENT METHODS

5.1. OVERVIEW

Showpass charges a per-ticket or per-Item fee (as applicable) for our Services. Through the Showpass payment processor, Showpass charges a per-ticket or per-Item processing fee for ticket or Item sales and for Item refunds (but we do not provide refunds for any Item that is Merchandise). Showpass’ per-ticket or per-Item fee for ticket and Item sales and per-ticket and per-Item refund processing fee for ticket or Item refunds, together with any other payment referred to as a “Fee” in these Terms, are collectively referred to as "Fees". The Organizer determines whether the applicable Fees will be shown as fees or absorbed into the price of any Item. The Organizer is responsible to pay us the Fees (which Fees may be included in the price of any Item) and in addition, we are entitled to deduct any Fees from any of the Organizer’s booking or sales revenue as provided in these Terms.

All Fees and any other monies contemplated by these Terms are payable in Canadian Dollars, or in any foreign currency accepted by Showpass for Events, Items or Fees in another country or jurisdiction as shown on our Site.

5.2. USING SHOWPASS PAYMENT PROCESSOR

The Showpass payment processor provides for direct payment processing by Showpass of payments by Patrons for purchases of tickets or other Items (including any amount associated with the payments) from registered Organizers. Through the Showpass payment processor, Organizers are assessed a processing Fee payable to Showpass in an amount equal to 5% of the discounted face value of each ticket or other Item sold, plus an additional $1.00 per ticket or Item sold. Such Fees are payable to Showpass on the date that the associated payment is collected through the Showpass payment processor or otherwise paid by the Patron. Showpass agrees with registered Organizers that, through the Showpass payment processor: (i) Showpass will collect the payments for the tickets or other Items (including any amount associated with the payments) on behalf of the Organizer from the Patron; (ii) Showpass will deduct from all amounts held on the Organizer’s behalf, applicable Fees due to Showpass as and when such Fees become due and any other amount then due to Showpass for any reason, and following such deduction, will pay the balance to the Organizer either via cheque delivered by mail at the address that the Organizer provides to us through the Site, or, for Organizers utilizing the ACH/EFT Direct Deposit function, by direct deposit into the account authorized by the Organizer. The Organizer represents and warrants to Showpass that the mailing address and/or chequing account information provided to us is accurate and that the Organizer will update this information as necessary to maintain its accuracy; and (iii) Showpass will use commercially reasonable efforts to submit payment for the balance due to the Organizer under clause (ii) above in respect of an Event within seven (7) business days after the date for the completion of the Event; provided that, Showpass reserves the right to withhold funds at any time as Showpass in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies. Without limiting Showpass’ right to withhold any funds for such period as it determines is necessary, this withholding will generally amount to approximately 10% of all sales, for possible refund purposes, to be returned after seven to 14 days after the Event. Showpass’ obligation to pay any amount to the Organizer is subject to Sections 5.3 to 5.7 inclusive and Section 6 of these Terms.

5.3. REFUNDS

It is the Organizer’s responsibility to communicate its refund policy to Patrons. In the event of cancelled or postponed Events, the Organizer’s refund policy will be superseded by Showpass’ refund policy set forth in Section (5.3)(ii) of these Terms below. The Organizer will ensure that its refund policy is consistent with the terms and conditions of these Terms, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between the Organizer and the Patron, and Showpass will not be liable to the Organizer or to any Patron for any decision to issue or not issue refunds. Showpass will not be obligated or liable to any Patron in connection with any use of, or failure to use, the refund policy set forth in Section (5.3)(ii) of these Terms below.

Notwithstanding any other provision of these Terms, Showpass will not provide refunds of any amount on account of Fees, except in its discretion pursuant to Section 5.3(iii) of these Terms below If an Organizer desires to issue a refund for Fees to Patrons, or if an Organizer is required to issue a refund for Fees pursuant to Section 5.3(ii) of these Terms below, it is the Organizer’s sole responsibility to issue the payment on account of Fees directly to its Patrons or submit payment to Showpass of the amount on account of Fees prior to Showpass refunding that amount to such Patrons. Showpass charges a per-ticket or per-Item refund Fee for all refunds processed through our payment processor or otherwise hereunder equal to 5% of the original, non-discounted price of the applicable ticket or other Item (the “Refund Fee”).

Notwithstanding any other provision of these Terms, Showpass will not provide refunds of any Item which is Merchandise.

      1. Individual Refunds. If a Patron desires to request a refund (other than a refund for a Cancellation (as defined below)), the Patron must request the refund from the Organizer. If the Organizer desires to fulfill the request, the Organizer may utilize the Services or contact Showpass to process the refund, in which case the Refund Fee will apply. Showpass agrees with the Organizer that it will use commercially reasonable efforts to process refunds issued and requested to be issued by such Organizer in a timely manner after such Organizer authorizes the issuance of the refunds and provides to Showpass sufficient amounts, in immediately available funds (including amounts on account of Fees due or paid to Showpass), to process the refunds. Showpass will not provide individual refunds which have not been authorized and funded by the Organizer in accordance with this Section and will not refund Fees due or paid to Showpass.
      2. Cancelled or Rescheduled Events. No payments will be made to an Organizer from Showpass with respect to any Item or Event that is cancelled, removed, discontinued, or otherwise not proceeding (or for which the Organizer otherwise authorizes a refund) (a “Cancellation”). In the event of a Cancellation, Showpass and the Organizer agree that Showpass will invoice the Organizer for an additional amount equal to all Fees (including the Refund Fee) due or paid to Showpass for such Items or Events (the “Fee Amount”), which invoice shall be due seven (7) days from the invoice date. Showpass agrees with the Organizer that it will thereafter process refunds to Patrons as follows: (a) upon payment of the Fee Amount in full and provided the Organizer’s balance held by Showpass following such payment (after deduction by Showpass of any amounts then owing to it by the Organizer) is available and sufficient to fund a full refund to Patrons, Showpass will, as soon as practicable, issue a full refund to Patrons; (b) upon payment of the Fee Amount in full but the Organizer’s balance held by Showpass following such payment (after deduction by Showpass of any amounts then owing to it by the Organizer) is not sufficient to fund a full refund to Patrons, Showpass will, as soon as practicable, issue a partial refund to Patrons to the extent the Organizer’s balance (net of deductions) is available to fund such partial refund; and (c) if the Organizer fails to pay the Fee Amount to Showpass when due, Showpass will, as soon as practicable (after deduction by Showpass of any amounts then owing to it by the Organizer), issue a partial refund to Patrons to the extent the Organizer’s balance (net of deductions) is available to fund such partial refund, and in each case Showpass will have no further liability or obligation to the Organizer or any Patron with respect to any such refund or any Cancellation. In no event will Showpass be obligated to utilize its own funds to fund any refund. If an Event is rescheduled, Showpass will use its sole discretion to determine whether it is considered a Cancellation and therefore subject to the refund policy described in this Section.
      3. Notwithstanding Sections 5.3(i) and 5.3(ii), Organizers acknowledge and agree that, to protect its reputation and the integrity of the Site, Showpass will have the right (but not the obligation) to force or provide a refund to Patrons of any or all amounts paid for tickets or other Items (other than Merchandise) at any time for any reason or no reason, including, but not limited to, if Showpass receives complaints from a substantial number (as determined by Showpass in its sole discretion) of Patrons with respect to an Event or Items, or Showpass determines in its sole discretion that the Organizer has engaged in any fraudulent activity with respect to, or made any misrepresentations to, any Patron or Showpass in respect of any Item or Event. Such refund may include an amount on account of Fees as determined by Showpass in its discretion. Showpass will have no liability whatsoever to an Organizer in connection with or arising from any such decision to force or provide refunds, and the Organizer will promptly reimburse Showpass for any amount refunded by Showpass on account of Fees and promptly pay to Showpass the Refund Fee. Showpass will have no liability whatsoever to any Patron in connection with any decision to, or not to, for or provide refunds under this Section.

5.4. CREDIT CARD CHARGEBACKS

Any credit card chargebacks initiated by a Patron for any reason with respect to an Item or Event will be charged back to the Organizer. Showpass in its sole discretion will either (i) deduct such costs from such Organizer’s outstanding balance, whether for that particular Event or for any other Event that such Organizer lists through the Services; or (ii) send an invoice to such Organizer for such costs to the extent such balance is insufficient to cover such costs. If payment for such invoice is not received by Showpass within thirty (30) days after the invoice date, Showpass reserves the right, at Showpass' sole discretion, to terminate these Terms as between Showpass and such Organizer. All communications and disputes regarding chargebacks are between the Organizer and Patron, and Showpass will not be responsible or liable in any way to Organizers or Patrons for credit card chargebacks.

5.5. CONFIRMATION

Upon receipt of a credit card authorization from each individual purchaser, Showpass generates a confirmation message and issues a unique confirmation number. Each Organizer agrees, with respect to its Events, to unconditionally accept, honor, and fulfill all ticketing and other commitments that have been confirmed by Showpass through the Services with respect to any such Event (and not returned or voided), and it is such Organizer’s responsibility to verify the applicable Patron's membership status, confirmation number and/or any restrictions prior to the any admission or delivery. If we learn that the Organizer is not honoring our commitments, we reserve the right, in our sole discretion, to terminate these Terms as between Showpass and such Organizer.

5.6. Over-sale charges

Organizer is solely responsible for setting the number of Admission Items available for purchase for each event. Organizer will manually enter ticket types, ticket quantities and ticket prices on the Showpass client backend for each individual Event. Organizer represents, warrants and covenants that the number of tickets or other Admission Items for sale with respect to each Event is within the legal fire regulations and venue capacity limitations as set forth by the applicable municipal, provincial or federal authority or by applicable law. If over sales of tickets or other Admission Items occur (for example, selling tickets in excess of the venue capacity), Organizer agrees that it will refund the full ticket or other Admission Item price, plus any and all related Service Fees, to the purchaser holding any such affected and unused tickets or other Admission Items pursuant to Section 5.6. Organizer further agrees that Organizer will pay Showpass for the full refunded Service Fees for such Tickets that are refunded under this Section 5.6. If the Organizer requests Showpass to process the refund, the refund will be processed by Showpass in accordance with Section 5.3(i).

5.7. OVERDUE AMOUNTS

In the event the Organizer does not pay to Showpass any amount required to paid by it under these Terms on the date such amount is due (or if no due date is expressed, upon demand by Showpass), Showpass will be entitled to recover from the Organizer, in addition to any amounts otherwise owing, its reasonable costs of collection, including, but not limited to, collection agency fees, reasonable attorneys' fees, and court costs. Any amounts not paid by the Organizer to Showpass when due shall thereafter bear interest, both before and after judgment, at an annual rate equal to the prime rate of the Royal Bank of Canada, Main Branch, Calgary, AB., plus 3%. Notwithstanding any other provisions of these Terms, Showpass may set off any funds it holds on behalf of Organizer against any amounts due to Showpass, under these Terms.

6.  TAXES; WITHHOLDING

The Organizer is responsible for (and will indemnify and hold harmless Showpass from and against) all taxes or other governmental charges in connection with the provision of the Services including, but not limited to, the provision of the actual Services, any sales of any Item or otherwise in connection with any Event (excepting taxes based on Showpass' net income) including, but not limited to, any GST, PST, HST or amusement tax. It is the Organizer’s responsibility to know if any applicable laws apply to it or the Event or any purchase or sale in respect thereof and to adjust the applicable price accordingly to account for payment of these taxes or other governmental charges. An Organizer may present its prices as inclusive or exclusive of such taxes or other governmental charges in accordance with applicable law.

If Showpass determines that it is required to collect, remit or pay any such taxes or other charges in connection with the provision of the Services including, but not limited to, the actual provision of the Services or any sales of any Item or in connection with any Event, it may deduct such amounts from any amount payable to the Organizer under these Terms or invoice the Organizer for such taxes or other charges, which invoice will be payable thirty (30) days after the invoice date. Showpass reserves the right to withhold the payment of any amounts payable to the Organizer hereunder if Showpass suspects or determines that such amounts have been generated in (i) a fraudulent manner or in a manner involving misrepresentation, (ii) breach of these Terms, or (iii) violation of any federal, provincial, or local laws, or any applicable foreign laws.

7.  ITEM RESTRICTIONS

When submitting Items or Events to Showpass to be listed through our Services, it is the Organizer’s responsibility to provide to us any restrictions associated with any such Item or Event. Any Item or Event that requires a restriction for admission or usage, including, but not limited to, age, school or organizational affiliation, or other characteristics or requirements, must be clearly stated by the Organizer upon submission to us. The Organizer shall ensure that such restriction is lawful and does not violate any federal, provincial, or local laws, or any applicable foreign laws, prior to submitting the Item or Event to us.

8.  ACCESS

You understand and agree that the Site and the Services may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our reasonable control or which are not reasonably foreseeable by us, such as acts of government, the malicious or criminal acts of third parties or the provision of necessary infrastructure to us including, but not limited to, internet services. Showpass will not be liable to any Organizer or any Patron for any damages, losses, liabilities, costs or expenses arising in connection with the Site or the Services being inaccessible or inoperable.

9.  REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Organizer represents, warrants covenants the following on a continuous basis: (i) it is an organizer, producer, promoter, presenter, owner or manager of each Event in respect of which it uses the Services; (ii) it has the authority and right to offer, sell, and honor the tickets and other Items listed on our Site as well as to provide lawful admission to any Event relating to any such tickets or other Items or listed on our Site and any venue associated with such Event; and (iii) its account itself and any material or content provided by such Organizer to us for use on our Site or in connection with the Services are not (and do not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, does not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law, and does not constitute a violation of any federal, provincial, or local laws or any applicable foreign laws.

Each Patron and Organizer acknowledges and agrees that Showpass will not be responsible for any Liability or Claim (as such terms are defined in these Terms below) arising in respect of any Merchandise offered or sold through the Services (any of the foregoing, a “Merchandise Liability or Claim”) including any failure of Organizer to ship or deliver, or receive or accept any return of, Merchandise, any express or implied condition or warranty relating to any Merchandise including pursuant to the Sale of Goods Act (Alberta) or otherwise, any term or condition of any sale agreement, or agreement to sell, Merchandise, and the manufacture, distribution, marketing, sale or use of Merchandise. Organizer will be responsible to ship and deliver, and accept all returns of, Merchandise and to communicate with Patrons directly regarding any Merchandise Liability or Claim. Each Organizer agrees that it will indemnify and save Showpass harmless from and against, any Merchandise Liability or Claim arising in respect of any Merchandise offered or sold in respect of such Organizer’s Events or otherwise by such Organizer.

10. MISREPRESENTATION

All Items and Events must be accurately and truthfully described by the Organizer when it submits such Items and Events to Showpass to be posted on the Site. If we determine, in our sole discretion, that an Organizer has misrepresented any Item or Event to us or any Patron, or engaged in any fraudulent activity with respect to any Item or Event, we may remove any such Items or Events and may issue a refund to Patrons pursuant to Section 2.3(iii) of these Terms, and, in addition, we may terminate these Terms as between us and such Organizer.

11. TECHNICAL SUPPORT

Showpass agrees with each Organizer that it will provide technical and other customer support to such Organizer by which it can obtain technical assistance in dealing with any difficulties which may arise in connection with its use of our Site or the Applications. Organizers can access support at support@Showpass.com. We attempt to provide such support in a timely manner, but make no guarantees that we will respond to any Organizer’s inquiry by a particular time.

12. CONFIDENTIALITY AND NON-DISCLOSURE

Each Organizer understands and acknowledges that Showpass is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledges that the services which we perform involve the furnishing of Confidential Information to Organizers including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of Showpass depend, in part, upon such Organizer keeping such Confidential Information confidential and not using such Confidential Information for any purpose other than in connection with planning and holding Events and sales of related Items (the “Permitted Purpose”). Each Organizer agrees to use its best efforts to protect our Confidential Information and to implement security measures to keep such Confidential Information confidential, to use such Confidential Information only for the Permitted Purpose and for no other purpose, and to not provide such Confidential Information to any individual or other person except to its directors, officers, employees, consultants and agents who have a need to know such Confidential Information for the Permitted Purpose. Except pursuant to court order or our prior written consent (which consent may be unreasonably withheld), each Organizer agrees that it will not, and will cause each of its representatives who receive Confidential Information to not, disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by us. If an Organizer is requested or required to disclose Confidential Information pursuant to legal proceedings, it will promptly notify us so that we may prepare a response to such legal proceedings and such Organizer will cooperate with our efforts to obtain a suitable protective order.

13. NON-SOLICITATION

Each Organizer agrees that it will not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of our customers (including, but not limited to, any Patron or Organizer such first Organizer interacts with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying our customers' relationships with us.

14. PROMOTION

Each Organizer will use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns in connection with its Events.

15. TERMINATION

(A) TERMINATION BY SHOWPASS

As between Showpass and any User, Showpass may terminate these Terms at any time on notice to such User (a) due to such User’s violation or breach of these Terms; (b) due to such User’s misuse or abuse of the Services (including, but not limited to, the use of any objectionable or unlawful content in Showpass’ sole discretion); or (c) if allowing such User to use, or continue to use, the Services would result in the violation of any federal, provincial, or local laws, or any applicable foreign laws.

(B) TERMINATION ON NOTICE

Showpass may terminate these Terms in respect of any User, and any User may terminate these terms in respect of Showpass, at any time upon notice by the terminating party to such other party.

(C) EFFECT OF TERMINATION

Upon any termination of these Terms between Showpass and any User pursuant to Section 12(A) or (B) or pursuant to any other provision of these Terms, Showpass will cease providing any Services, or access to any Services, to the User in respect of which the termination occurred, including, but not limited to, in the case of termination between Showpass and an Organizer, removing all of Events and Items of such Organizer from our Site. Any such termination of these Terms will be without liability or obligation to Showpass whatsoever, other than any obligation of Showpass to an Organizer to pay any amounts then owing to such Organizer (net of Fees) in respect of sales of tickets or other Items pursuant to these Terms. No termination of these Terms in respect of a User, will require notice to any other User. In the event these Terms terminate between Showpass and any User, these Terms will continue in full force and effect between Showpass and all other Users.

(D) SURVIVAL

All terms and conditions of these Terms which by their nature should survive any termination of these Terms between Showpass and any User, including, but not limited to, obligations to pay any amount, obligations to indemnify, limitations or disclaimers of liability, non-solicitation obligations, provisions relating to governing law and attornment to jurisdiction, and provisions relating to protection or licensing of intellectual property and confidentiality provisions, will survive any such Termination as between Showpass and such User.

16. REFERENCES

Each Organizer may provide images, event descriptions and other information or content, which may include its registered and common law trademarks, (collectively, “Organizer’s Content”) to be used by Showpass in connection with the Services. Each Organizer hereby grants to Showpass a non-exclusive, royalty-free, worldwide, assignable, sub-licensable right and license to use, store, display, reproduce, modify, create derivative works, perform and distribute its Organizer’s Content for the sole purpose of providing the Services to such Organizer.

In addition, each Organizer grants to us a non-exclusive, royalty-free, worldwide, assignable, sub-licensable right and license to reproduce and use its individual, company or organizational name, logos and trademarks (and to authorize our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including, but not limited to, print and Internet), whether now or hereafter existing, for the purpose of referring to such Organizer as a Showpass customer and/or describing our services to such Organizer. We will not make any representations on behalf of any such Organizer’s business.

17. AMENDMENT

Showpass may, in its sole discretion, amend, modify or amend and restate, any of the terms or conditions of these Terms (or any policy, agreement or other document incorporated by reference in these Terms) at any time (“Amendments”). Amendments will be posted to the Site with a change to the updated date at the top of these Terms. Amendments will be effective upon the earlier of seven (7) days from the posting of the Amendment to the Site or the day on which we provide you notice of the Amendment. It is your responsibility to check for Amendments periodically. Your continued use of, and/or access to, the Services following the effectiveness of any Amendments constitutes your express agreement to, and consent to be bound by, such Amendments, which Amendments will have the same force and effect as a written contract executed and delivered between you and us. If you do not agree to any Amendments, you will cease using the Services. Other than as set forth in this Section, these Terms may only be amended, modified or amended and restated through a written agreement entered into by you and us.

18. INDEMNIFICATION AND LIMITATIONS

(A) INDEMNIFICATION

You agree to defend, indemnify and hold Showpass, 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 all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses whatsoever (including, but not limited to, 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 improper use of the Services or misuse or abuse of the Services (including, if you are an Organizer, the use by such Organizer of any objectionable or unlawful content in relation to any Item or Event); (ii) your breach of these Terms; (iii) if you are an Organizer, any Item, Event or the provision of Services by Showpass with respect thereto; (iv) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; and (v) any other matter for which you have expressly agreed to indemnify Showpass pursuant to these Terms. This indemnification will not apply to the extent that the Claim arises solely out of Showpass’ gross negligence or willful misconduct. Showpass will provide notice to you of any such Claim, provided that the failure or delay by Showpass in providing such notice will not limit your obligations.

(B) LIMITATIONS

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHOWPASS 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.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, SHOWPASS, 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, WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR ANY OTHER SUBJECT MATTER 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 SHOWPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) ANY OF YOUR CONTENT OR ANY CONTENT OF ANY PATRON OR OTHER USER OF THE SERVICES, OR (IV) ANY MATTERS BEYOND SHOWPASS’ REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF SHOWPASS TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS, THE MAXIMUM AGGREGATE LIABILITY OF SHOWPASS, ITS PAYMENT PROCESSING PARTNERS, AND LICENSORS FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, WILL BE LIMITED TO THE GREATER OF (X) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, THE FEES (NET OF SHOWPASS PROCESSING FEES) THAT SUCH ORGANIZERS PAID US IN THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (Y), ONE HUNDRED CAD. DOLLARS (CAD$100.00).

19. Privacy

19.1.PRIVACY POLICY

All information provided by Users or collected by Showpass in connection with the Services is governed by Showpass' Privacy Policy, a copy of which is published on our website at www.showpass.com/privacy-policy. As noted in Section 3 of these Terms, Showpass' Privacy Policy is incorporated into this Agreement by reference. Showpass strongly recommends that you review the Privacy Policy.

19.2.PERSONAL DATA

As set out in the Privacy Policy, Showpass collects Personal Data (as defined in the Privacy Policy) pertaining to customers and purchasers of Items for the purpose of carrying out the Services, including marketing or promotion of other events or services that may be of interest to Users.

Users acknowledge that Organizers may receive Personal Data related to their Events, from Showpass through the provision and use of the Services, and that Showpass will not be liable for the use of Personal Data by Organizers.

Each Organizer agrees that it shall comply at all times with all applicable privacy laws, and, without limiting the foregoing, shall:

          1. only collect, use and disclose Personal Data as necessary to meet its duties and obligations pursuant to this Agreement and for purposes authorized by applicable privacy laws;
          2. make reasonable efforts to keep all Personal Data strictly confidential;
          3. implement administrative, physical and technical safeguards to prevent the improper use, disclosure or modification of Personal Data that it receives, maintains or transmits from Showpass;
          4. respond to requests to access, amend or correct Personal Data as soon as is reasonably practicable with consideration to the statutory time requirements referenced in applicable privacy laws;
          5. immediately report any improper use or disclosure of Personal Data to Showpass and any applicable statutory or regulatory authority;
          6. have and maintain a privacy policy that complies with all applicable privacy laws;
          7. ensure that any third party to whom it provides any Personal Data agrees in writing to the same conditions and restrictions that apply to Organizer as described in this Section; and
          8. absent consent from affected individuals, immediately return to destroy all Personal Data related to this Agreement within five (5) Business Days of the termination of this Agreement and retain no such Personal Data in any form whatsoever.

Each Organizer further acknowledges and agrees that, upon a request of a given Patron or as otherwise permitted this Agreement, Showpass is authorized at its discretion to delete or anonymize the Personal Data of a requesting Patron from the Services, at which time it will no longer be available to Organizer through the Services or will no longer be linked to an identifiable Patron through the Services. However, such Patron Information may still be available in the Organizer’s own databases if transmitted prior to Showpass receiving the underlying request.

19.3.PAYMENT DATA

Showpass will not share any Payment Data with an Organizer. “Payment Data” means any full credit card number or other full payment account number and the related expiration date and security code entered by a Patron on the Services in order to purchase an Item related to Events or any other comparable transaction, so long as such information is entered in the fields under “Payment” on the order payment page. Note that if a Patron enters such information in other areas of the Services or otherwise provides it to another entity, it may not be encrypted and may be automatically shared with the applicable Organizer. As such, Patrons should ensure they enter such information only under “Payment” on the order payment page.

20. Email/Texting Tools

If you are an Organizer, Showpass may make available to you features and tools, whether provided by Showpass directly or through a link to a third party provider, that allow you to contact other Users of the Services or third parties via email (the “Email/Texting Tools”). In the event that you use these Email/Texting Tools, you represent, warrant and agree that:

          1. you have all right and authority necessary to send emails to the addresses on your recipient list, including without limitation, that such addresses were gathered on an opt-in basis in any jurisdiction where that is required by applicable provincial, federal or other law, rule or regulation, and your emailing of such addresses complies with the privacy policy under which the recipient emails were gathered and which was disclosed to recipients at the time of gathering;
          2. your use of the Email/Texting Tools is in compliance with all applicable local, state, provincial, federal and other laws, rules and regulations, including those relating to spam and email;
          3. your use of the Email/Texting Tools will be solely to advertise, promote and/or manage a bona fide Event that you have listed on the Services;
          4. you will not use false or misleading headers or deceptive subject lines in emails sent using the Email/Texting Tools;
          5. you will identify the email or text message as an advertisement or commercial in nature;
          6. you will not hide, disable, remove, or attempt to hide, disable or remove any unsubscribe link that Showpass or any third party service provider includes on any email; and
          7. you will not email or text any person that you know or have reason to know has opted out of receiving emails or texts from you.

If you fail to abide by any of the foregoing, if your use of the Email/Texting Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails or texts are found to cause disruption to the Services, Showpass may, among other actions provided for in these Terms, limit or suspend your access to the Email/Texting Tools.

21. Account, Password And Security

As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

You are responsible for maintaining the confidentiality of your password and account details, 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 immediately notify Showpass of any unauthorized use of your password or account or any other breach of security.

You must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any event, you may not use the Services if you are under the age of thirteen (13).

22. Conduct

You understand that you are liable for all content including Your Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree not to use the Services to:

          1. upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
          2. harm minors in any way;
          3. facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize;
          4. impersonate any person or entity, including, but not limited to, an Showpass representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
          5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
          6. 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);
          7. upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;
          8. 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 bona fide Events listed on the Services and other goods and services being sold or provided in conjunction with such Events;
          9. upload, post, email, transmit or otherwise make available any content that contains viruses or any other computer code, files or programmes that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by these Terms;
          10. 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;
          11. attempt to probe, scan or test the vulnerability of any Showpass server or network or breach any security or authentication measures, unless you are an authorized contractor of Showpass specifically engaged to provide such services;
          12. attempt to avoid or circumvent any technological measure implemented by Showpass to protect the Services or content on the Services, including without limitation, encryption technology used to protect sensitive personal information;
          13. solicit any User to use a third party service that competes with Showpass;
          14. advertise your Event but complete sales independent of the Services in order to circumvent the obligation to pay Fees related to the Services;
          15. intentionally or unintentionally violate any applicable provincial, federal or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets;
          16. resell tickets or other Admission Item;
          17. collect credit card number, expiration date or CSC code or any other credit card information other than in the appropriate fields providing for Item payment on order payment pages utilized in connection with the Services;
          18. collect social security or insurance number, financial account number, drivers’ licence number, health information or other sensitive information required to be secured under applicable provincial, federal or other law, rule or regulation or for which disclosure is required in case of a data breach without first obtaining Showpass’s prior written consent; or
          19. stalk or otherwise harass any person or entity.

23. ADDITIONAL SERVICES

If you are an Organizer, Showpass may, upon request, and for such fees as Showpass may establish from time to time in its sole discretion, provide additional services to Organizers beyond the basic functionality of the Site and Applications, including without limitation, marketing and promotion services, leasing equipment, providing on-site entry management consultants to assist you with your event set-up 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 Services and subject to all the terms and conditions of these Terms. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of Showpass, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.

24. LINKS

The Services may provide, or Users may provide, links to other Internet websites or resources. Because Showpass has no control over such websites and resources, you acknowledge and agree that Showpass 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, or any damages or losses related thereto, even if such websites or resources are connected with Showpass partners or third party service providers.

As part of the Services you may be able to link an account you have with a third party service, such as a social media website. By linking such third party account, you agree that Showpass may access, make available to and store any content that you have provided to and stored in such third party account so that it is available on or through the Services. Such content may include personally identifiable information.

25. NOTICE

Showpass may give any notice to you regarding the matters contemplated by these Terms in writing by mail, personal delivery, courier or e-mail and addressed to you at the address contained in Showpass’ records. Showpass may also give such notices to you through the Services.

Notices from you to Showpass regarding the matters contemplated by these Terms will be given to Showpass, Attn. Customer Service, by mail, personal delivery, courier or e-mail at the address of Showpass’ head office in Calgary, Alberta as described in these Terms under Section 1 above.

Any notice is deemed to be given and received (i) if sent by mail, personal delivery or courier, on the date of delivery if it is a business day in Calgary, Alberta (“Business Day”) and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by e-mail, at the time of confirmation of transmission if it is a Business Day and the transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day, or (iii) if given by Showpass through the Services, at the time of such notice is transmitted through the Services if it is a Business Day and the transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day. A party hereto may change its address for service from time to time by providing a notice in accordance with the foregoing.

26. INDEPENDENT CONTRACTOR

These Terms does not constitute and will not be construed as constituting a partnership, joint venture, principal/agency relationship or employer/employee relationship between any party hereto. Each Organizer and Showpass will at all times remain independent contractors of each other, and neither such party will represent itself to be an agent or employee of the other. Each Organizer will pay all wages, salaries and other amounts due to its respective employees and will be responsible for all obligations respecting such employees relating to income tax withholdings, employment insurance premiums, worker’s compensation, health care and pension plan contributions and other similar responsibilities.

27. GOVERNING LAW, JURISDICTION

These Terms will be governed by, and interpreted and enforced in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Showpass and each User irrevocably attorns and submits to the exclusive jurisdiction of the Alberta courts situated in Calgary, Alberta and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

28. RULES OF CONSTRUCTION

Showpass and each User waives the application of any law or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document.

29. SEVERABILITY

If any provision of these Terms is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from these Terms and the remaining provisions will remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, these Terms will be modified so as to effect the original intent of these Terms as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

30. ENTIRE AGREEMENT

These Terms constitutes the entire agreement between each party hereto with respect to the provision and use of the Services and all other transactions contemplated by these Terms and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of these Terms, except as specifically set forth in these Terms.

Notwithstanding the foregoing, each User acknowledges that Showpass may, instead of providing Services pursuant to these Terms, provide Services to organizers, producers, promoters, presenters, owners and managers of Events pursuant to a Client Service and Ticketing Agreement between Showpass and such organizer, producer, promoter, presenter, owner or manager of an Event, which agreement may provide for different fees to be paid to Showpass from those set out in these Terms and may provide for additional Services to be provided, as well as other terms and conditions which may be different from or in addition to those set out in these Terms. In such event, each User agrees that neither Showpass nor any such organizer, producer, promoter, presenter, owner or manager shall have any obligation to provide a copy of any such Client Service and Ticketing Agreement to such User; that each such organizer, producer, promoter, presenter, owner or manager shall be deemed to be an “Organizer” for the purposes of these Terms, and that all provisions contained in these Terms that are applicable to Patrons, shall remain in full force and effect with respect to any services provided by Showpass pursuant to such a Client Service and Ticketing Agreement. Under no circumstances shall any Patron acquire any rights as against Showpass or any Organizer that it would not otherwise have had pursuant to these Terms.