SIDE DOOR TERMS OF SERVICE
BY USING THE SIDE DOOR WEBSITE LOCATED AT www.SideDoorAcess.com (THE “WEBSITE”) AND/OR USING THE FEATURES OF THE SIDE DOOR APP (the “APP”) You hereby ACKNOWLEDGE that you have read, understood, and agree to be bound by these Terms of Service (“Terms”). THESE TERMS APPLY TO ALL USERS OF THE WEBSITE, APP AND SERVICES (as that term is defined below), INCLUDING INDIVIDUALS AND ENTITIES WHO REGISTER FOR THE SERVICES, INDIVIDUALS AND ENTITIES WHO USE THE SERVICES AND INDIVIDUALS WHO VISIT THE WEBSITE (COLLECTIVELY, “USERS”). IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE WEBSITE, THE APP OR SERVICES.
Side Door Access Inc., doing business as Side Door, (“Side Door”, “We” or “Us”) is the owner and operator of the Website and the App. The Side Door Website and App allows users seeking to promote and host live events (“Hosts”) to advertise their venues to performers (“Artists”) and to sell live event tickets to other users (“Guests”) as well as related services (together, the “Services”). Once a Host agrees to provide a venue for an Artist’s concert or other live show (“Live Event”), they can use the Side Door platform to sell tickets to the Live Event (“Tickets”).
- ACCOUNT REGISTRATION.
1.2 Eligibility. To use and/or register for the Services, you must:
- be over the age of majority in the province or territory in which you reside; and
- if registering or using the Services on behalf of a business or other entity, have the authority to bind the entity to these Terms.
By accepting these Terms, you represent that you understand and agree to the foregoing.
1.3 Credit Card. In order to register for the Service, you may be required to provide valid credit card and billing information (“Billing Information”). Side Door uses third-party payment processors (“Payment Processors”) to process transactions. You authorize your Billing Information to be provided the third party Payment Processors. You acknowledge and agree that terms of service of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our Terms and policies do not govern. SIDE DOOR HAS NO LIABILITY ARISING FROM YOUR USE OF OR ACCESS TO THE PAYMENT PROCESSOR.
2.1 Platform. Side Door is a platform for connecting Hosts and Artists. Hosts and Artists contract directly with one another in all respects of any Live Events. Side Door will not be a party to any agreements or contracts between Arists and Hosts for Live Events. Side Door acts to coordinate payments between Users but does not act as a service provider and nothing in our involvement in the marketplace and payment process makes us responsible for the Live Events. Moreoever, any purchase of Tickets by Guests is a contract between Guest and Host.
2.2 Ticket Sales. Subject to these Terms, Hosts and Artists may use the Services to offer for sale tickets to Live Events (“Tickets”). Guests may use the Services to search for and purchase Tickets from Hosts.
2.3 Ticket Transfer. Guests may transfer Tickets that they have purchased to another Guest prior to the Live Event without penalty.
24. Event Cancellation. Side Door reserves the right at any time before a scheduled Live Event to cancel such Live Event for any reason in its sole discretion, including for not enough Tickets sold. In the event of a cancelled Live Event, Side Door may, in its sole discretion, provide a refund or opportunity to redeem the Ticket for another Live Event.
- FEES AND PAYMENT
3.1 Guest Purchases. There are no fees to register for the Service. When a Guest makes a reservation using the Services, the Guest agrees that the full amount of the Ticket will be charged to the credit card of file of the Guest using the Billing Information provided.
3.2 Artist Fees. For every Ticket sold, Artists agree to pay a service fee, which will be displayed to the Artist at the time of publishing a Live Event on Side Door (“Service Fee”) in addition to any fee charged by the Host. The Service Fee will be included in the Ticket price displayed to Guests. Following the Event, Side Door will remit to the Hosts and Artists the allocated amounts of the Ticket price owed to each party, less the Service Fee.
3.3 Taxes. Ticket prices are inclusive of all applicable taxes and gratuities. Artists and Hosts are solely responsible for withholding and/or remitting any taxes related to Ticket Sales. Side Door will be responsible for remitting taxes on any Service Fees.
3.4 Event Cancellations. No payments shall be made to an Artist or Host with respect to any Event that is cancelled or for which Side Door believes there is a risk of cancellation or nonperformance. In addition, no fees associated with Ticket sales for a given event shall be earned or paid until that event is successfully completed. If payments have already been made by Guests to Artist or Host, for a cancelled event, Artists or Host will immediately refund to a payment address designated by Side Door all such payments upon cancellation of such event for the purpose of effecting refunds.
3.5 Refunds. Unless an Event is cancelled, Side Door does not provide any refunds to Guests for Tickets purchased using the Services.
- LICENSE AND RESTRICTIONS ON USE
4.1 License. Subject to your compliance with these Terms, Side Door grants you a non-transferable, non-exclusive, license to (a) access and use the Website and the Services for your use, and (b) download, install and use one copy of the App on a mobile device that you own or control for your use (the “License”). The App is licensed to you and not sold. Nothing in the Terms gives you a right to use the Side Door names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website, App or Services. Any future release, update, or other addition to functionality of the Website or App shall be subject to these Terms.
4.2 Restrictions. Side Door may impose certain limitations on the use of the Website, App or Services, including, but not limited to restricting the number of accounts you may register, and/or imposing charges for certain features of the Services. You agree to use the Side Door Website and the Services only for purposes as permitted by these Terms. Side Door reserves the right to modify or impose any limitations on the use of the Side Door Website, App and the Services at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate Users at any time without any liability whatsoever to you. In using the Side Door Website and/or the Services you shall not:
- intentionally or unintentionally violate any these Terms, or any local, state, provincial national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone else;
- license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Side Door Website, App or the Services;
- Upload, post, email, transmit or otherwise make available any material, including promoting any Event, that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- You do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- 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 data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
- or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Side Door Website, App or any software provided by us.
4.3 Indemnification. You agree to defend, indemnify and hold Side Door, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any User Content you create, submit, post, transmit, or otherwise make available through the Website, App or Services; (b) your use of the Website, App or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including at a Live Event; or (f) your negligence or willful misconduct, including at a Live Event. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
- USER DATA AND CONTENT
5.2 License to Side Door. Except for material We may license to you, Side Door does not claim ownership of the materials and/or content created, uploaded or otherwise transmitted by you through use of the Side Door Website, including but not limited to photos, designs, descriptions and comments (“User Content”). However, by using the Website, App and/or Services, you grant Side Door a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Website, App and Services.
5.3 Feedback. We welcome your suggestions, comments and feedback on the Side Door Website, App and the Services (“Feedback”) as it helps Us to improve. If you provide Us with Feedback you agree that: (a) We are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Side Door (including all of its successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or reimbursement of any kind.
- TERM AND TERMINATION
6.1 Termination by You. You may terminate your account and/or stop using the Services at any time.
6.2 Termination by Side Door. Side Door may at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, App or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Website, App or through the Services; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Side Door Website, App or the Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Side Door in its sole discretion, and Side Door will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
6.3 Effect of Termination. On termination, you will lose all access to the Services and any portions thereof, including, but not limited to, your Account.
- IMPORTANT DISCLAIMERS
7.1 Advertising and Third Party Links. You acknowledge and agree that the Website may contain advertisements from both Artists and Hosts and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Side Door shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. The Website and App may contain links to other websites that are not owned or controlled by Side Door. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Side Door of that third party, third-party product or service. Side Door is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that Side Door endorses or accepts any responsibility for the content or use of such websites, and you hereby release Side Door from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
7.2 Live Events. Side Door is in the business of providing a platform to connect Artists and Hosts and co-ordinating ticket sales and is no way affiliated with participating Artists or Hosts. You acknowledge that Side Door shall not have any responsibility or liability for any losses or damages that you may incur as a result of your visit to attendance at a Live Event. You hereby agree to release Side Door, and its affiliates and subsidiaries, and each of its and their respective officers, 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, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services.
7.3 GENERAL. THE WEBSITE, SERVICES AND APP ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SIDE DOOR SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE SIDE DOOR WEBSITE, APP AND THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIDE DOOR OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
- LIMITATION OF LIABILITY
8.1 UNDER NO CIRCUMSTANCES SHALL SIDE DOOR BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SIDE DOOR WEBSITE, APP OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SIDE DOOR WEBSITE, (V) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY USER CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS; or (IV) ANY PERSONAL INJURY OR DEATH ARISING FROM YOUR ATTENDANCE AT A LIVE EVENT.
8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SIDE DOOR’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS ($50 CAD) OR (B) AMOUNTS YOU’VE PAID SIDE DOOR IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY SIDE DOOR APPLICABLE LAW.
8.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
- General TERMS
9.1 Export Control. Use of the Website, App or Services may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Side Door Website may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Side Door Website or the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Side Door Website or the Services for any purposes prohibited by United States or Canadian law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
9.3 Governing Law & Disputes. This Agreement shall be governed by the laws in effect in the Province of Nova Scotia, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the Province of Nova Scotia shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Side Door Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or be forever barred.
9.5 Language. It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
9.6 Questions/Contact. If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Side Door Website, App or the Services, please contact Us at: firstname.lastname@example.org.
Last Updated: [July 30, 2017]