Theatr Technology Inc. ("Theatr," "we," "us," "our") provides its services (described below) to you through its website located at https://theatr-app.com/ (the "Site") and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), subject to the following Terms of Service (as amended from time to time, the "Terms" or "Terms of Service"). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THEATR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING SUPPORT@THEATR-APP.COM WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS OF SERVICE AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THE TERMS TO ARBITRATE.
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, our FAQ located at https://www.theatr-app.com/faq and Community Guidelines located at https://www.theatr-app.com/community-guidelines, which in each case as may be updated from time to time. Such terms are hereby incorporated by reference into these Terms of Service.
By accepting these Terms of Service, you agree to the processing of your information in accordance with our Privacy Policy located at https://www.theatr-app.com/privacy-policy.
Services Description: The Services provides an online platform and related services that connect sellers (“Sellers”) and buyers (“Buyers”) seeking to respectively sell and buy tickets, related passes and merchandise or other related goods and/or services for events (“Tickets”). Anyone who accesses or uses the Service, whether as a Seller or Buyer, or acting on behalf of themselves or a third party, will be referred to herein as a “user.”
Your Registration Obligations: You may be required to register with Theatr in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. By accessing or using the Service, you represent and warrant that you are at least 18 years of age and that you have not been previously suspended or removed from the Service.
Member Account, Password and Security: To access certain features of the Service, you may be required to register an account. If you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, and mobile number. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. Your account is personal to you, and your account and any related benefits, including discount codes or similar benefits may not be shared with third parties, including other users. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Theatr of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Theatr will not be liable for any loss or damage arising from your failure to comply with this Section. You further agree to indemnify, defend, and hold harmless the Theatr Parties (as defined below) from and against any claims, losses, damages, and other harm arising in connection with the unauthorized use (including without limitation any use by a person or entity other than you, and any use not expressly permitted by these Terms of Service) of your account credentials.
Modifications to Service: Theatr reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Theatr will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Theatr may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Theatr's servers on your behalf. You agree that Theatr has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Theatr reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Theatr reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Theatr and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Theatr account information to ensure that your messages are not sent to the person that acquires your old number.
Listings: When creating a listing ("Listing") on the Service, Service Sellers must (i) provide complete and accurate information about the tickets (such as event name, event date and time, available quantity, price paid for the tickets and proof or purchase), (ii) disclose any event information (such as cast out for the event); and (iii) provide any other pertinent information.
Sellers are responsible for keeping Listings (including calendar availability) up to date at all times. Users acknowledge and agree that Theatr does not and is not obligated to independently verify the content of Listings.
Sellers represent and warrant that any Listing they post and provision of such service, will (i) not breach any agreements entered into with any third parties, such as the original ticket sites that the tickets were purchased from, or other agreements, and (ii) comply with all applicable laws, and other rules and regulations (including having all required permits, licenses and registrations) and will in no event result in Theatr violating any applicable law.
The placement and ranking of Listings in search results on the Services may vary and depend on a variety of factors, such as search parameters and preferences, price and calendar availability, reviews, ratings, etc.
When a Seller's ticket is purchased by a Buyer, the Seller enters into a contractual relationship with the Buyer, with the intention of providing the ticket and service as described in the Listing. However, this does not preclude the Seller from modifying or canceling the Listing, or adjusting the price of a Listing in the future, subject to the terms outlined herein. Both parties agree to adhere to all applicable fees and taxes related to the transaction, as detailed further in the agreement.
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") that you upload, post, publish or display (hereinafter, "upload") or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Theatr. Theatr reserves the right to investigate and take appropriate legal action against anyone who, in Theatr's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
a. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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; (iv) poses or creates a privacy or security risk to any person; misrepresents in any way your status as a Service Provider; or (v) in the sole judgment of Theatr, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Theatr or its users to any harm or liability of any type;
b. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; orc. violate any applicable local, state, national or international law, or any regulations having the force of law;
d. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
e. use the information in the Services to circumvent the Services (e.g., to contract for services found via the Services outside of the Services, to use services without paying the Service Provider via the Services, etc.);
f. fail to honor a purchased and confirmed Listing, or use booked services for purposes other than those listed;
g. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service; or
h. access or use the Services to build a competing service.
We may take any legal or operational action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
Fees and Other Charges: We may charge fees for selling and/or buying Tickets through our Site and/or otherwise using our Services, as well as delivery or fulfillment fees (collectively referred to as "Service Fees"). Service Fees may vary depending on event type, Ticket type and location. We may in our sole and absolute discretion change our Service Fees at any time, including after you list your Tickets. Any applicable Service Fees including any taxes if applicable will be disclosed to you prior to listing or buying a Ticket. We may charge and/or retain Service Fees if you do not fulfill your contractual obligations under this User Agreement.
When Sellers and Buyers make, receive, or accept a purchase request through the Services, they are contracting only with each other, and Theatr is not a party to that transaction. Notwithstanding the foregoing, Sellers agree to appoint Theatr as their payment collection agent for the limited purpose of collecting payments from Buyers on their behalf. All payments made via the Services will be processed by Theatr's third party payment processors, including Stripe, Inc. ("Stripe"). Stripe handles any information you provide to them in accordance with their privacy policy which can be found at: https://stripe.com/us/privacy. By using the Services to make payments to other Theatr users, you consent to Theatr providing payment information to Stripe in order to provide the Services to you and acknowledge that you have read and agree to the terms of Stripe's privacy policy and terms of service. All fees listed on the Service are in US Dollars. For any payment you authorize via the Services, Theatr will charge the payment method indicated on your account.
Each Seller agrees that a payment made by a Buyer via the Service shall be considered the same as a payment made directly to the Seller. Consequently, the Seller will make the item available to the Buyer as per the agreed terms. However, this provision does not restrict the Seller's ability to modify or cancel a purchase request, in accordance with the platform's policies on purchase request modifications, cancellations, and price adjustments.
Each Seller understands that Theatr accepts payments from Buyer as the Seller's limited payment collection agent and that Theatr's obligation to pay the Seller is subject to and conditional upon (i) successful receipt of the associated payments from Buyer, and (ii) Theatr's confirmation that the Seller has made the item available in accordance with the agreed upon purchase request. Theatr does not guarantee payments to Sellers for amounts that have not been successfully received by Theatr from Buyers, or in the event Theatr determines a payment should be returned to a Buyer due to the Seller not making the item available at the agreed day, time, and location, or otherwise impeding in any manner the sale of the item(s) to the Buyer.
In accepting appointment as the limited collection agent of the Seller, Theatr assumes no liability for any acts or omissions of the Seller. Sellers understand and agree that they are responsible for determining any applicable tax reporting requirements and agree to pay any taxes applicable to the fees they collect via the Services.
Cancellations and refunds are subject to Theatr’s sole discretion. Except as expressly stated otherwise, some fees may not be refundable, and exceptions to our cancellation and refund policies are at our sole discretion.
You represent and warrant to Theatr that in connection with any fees or payable amounts, your payment method(s) is accurate and up-to-date and that you are authorized to use the payment method(s). You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Theatr all amounts specified in the Services or pursuant to these Terms, and you hereby authorize Theatr to bill your payment method(s) in accordance with the same. If you dispute any charges, you must let Theatr know within thirty (30) days after the date that Theatr charges you. We reserve the right to change Theatr's prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with any revenue you earn from the Service.
Payments and Seller Payouts: All seller payouts must be conducted via Stripe Connect. Any balance or earnings accumulated in your Theatr account cannot be used towards purchases on the platform. Sellers are responsible for maintaining valid and up-to-date Stripe Connect account information to receive payouts. Theatr reserves the right to hold payouts if Stripe Connect account information is invalid, incomplete, or fails verification requirements. You acknowledge and agree that this payout method is the sole means of receiving seller earnings, and that account balances cannot be transferred, applied as credit, or used for purchases within the Service.
Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
Theatr offers Software applications that may be made available through the Apple App Store, the Google Play Store or other distribution channels ("Distribution Channels"). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, "Apple-Enabled Software"), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
1. Theatr and you acknowledge that these Terms of Service are concluded between Theatr and you only, and not with Apple Inc. ("Apple"), and that as between Theatr and Apple, Theatr, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
2. You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
3. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
4. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
5. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Theatr's sole responsibility, to the extent it cannot be disclaimed under applicable law.
6. Theatr and you acknowledge that Theatr, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
7. In the event of any third party claim that the Apple-Enabled Software or the end-user's possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between Theatr and Apple, Theatr, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
8. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
9. If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Theatr as follows: support@theatr-app.com
Theatr and you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
Service Content, Software and Trademarks: You acknowledge the Service may contain protected content ("Service Content"). Except as expressly authorized by Theatr, you agree not to modify, copy, frame, scrape, sell, distribute or create derivative works based on the Service or Service Content, except for your own User Content. You will not use data mining, robots, scraping or circumvent blocking. The technology and software underlying the Service are Theatr's property ("Software"). You agree not to copy, modify, reverse engineer, sell, sublicense, or transfer rights in the Software.
Third Party Material/Services: Theatr isn't liable for third-party content, including user content. While Theatr doesn't pre-screen content, it may remove content violating these Terms or deemed objectionable. You bear risks associated with using any content.
The Services may provide access to Third-Party Services. Theatr has no control over these and isn't responsible for their content, operation, or use. Theatr doesn't endorse Third-Party Services. These services have their own terms and practices. You're responsible for reviewing their terms and use them at your own risk. Make reasonable inquiries before transactions with third parties related to Third-Party Services.
You are solely responsible for protecting yourself from fraud when using Third-Party Services, and protecting your systems from harmful content. Theatr disclaims responsibility for harm from Third-Party Services, and you waive claims against Theatr regarding Third-Party Services' content or operation.
Downloaded software includes Third-Party Software under Third Party Terms. You may use Third-Party Software with the Services consistent with these Terms, and may have broader rights under Third Party Terms.
User Content Transmitted Through the Service: For content you upload or share ("User Content"), you warrant you own all rights. By uploading User Content, you grant Theatr and affiliates a nonexclusive, worldwide, royalty-free, transferable, sublicensable, perpetual, irrevocable license to use your User Content for Service operation or promotion in any form or technology.
You agree that questions, comments, suggestions, feedback ("Submissions") to Theatr are non-confidential and Theatr may use these without acknowledgment or compensation.
Theatr may preserve and disclose content if required by law or necessary to: (a) comply with legal process; (b) enforce Terms; (c) respond to third-party rights claims; or (d) protect Theatr's, users' and public's rights and safety. Service technical processing may involve network transmission and technical adaptation.
You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third-Party Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Theatr disclaims any and all responsibility or liability for any harm resulting from your use of Third-Party Services, and you hereby irrevocably waive any claim against Theatr with respect to the content or operation of any Third-Party Services.
The software you download consists of a package of components, including certain third-party software ("Third-Party Software") provided under separate license terms (the "Third Party Terms"). Your use of the Third-Party Software in conjunction with the Services in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in these Terms is intended to impose further restrictions on your use of the Third-Party Software.
User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Theatr and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to Theatr are non-confidential and Theatr will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Theatr may preserve content and may also disclose content 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, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Theatr, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Theatr has no control over such sites and resources and Theatr is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Theatr will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Theatr is not liable for any loss or claim that you may have against any such third party.
You agree to release, defend, indemnify and hold the Theatr Parties harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your access to or use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another.
To the fullest extent permitted by law, you further waive, release and forever discharge the Theatr Parties from any and all responsibility or liability for injuries or damages resulting from any service obtained through the use of the Services, including injuries or damages caused by the negligent act or omission of the Theatr Parties or in any way arising out of or connected with the Services.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES IS PROVIDED "AS IS" WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, SAFETY, AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICES MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, THEATR DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SAFETY, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE, TAX-EXEMPT STATUS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE.
TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THEATR, THEATR'S AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, CONTENT PROVIDERS, OR SERVICE PROVIDERS, AND NONE OF THE OWNERS OR SUPPLIERS OF SERVICES ON THE PLATFORM, OR THEIR AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES (COLLECTIVELY, THE "THEATR PARTIES") WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICES. THE THEATR PARTIES CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS THROUGH, AND INTERACTIONS ARRANGED THROUGH, THE SERVICES. YOU UNDERSTAND THAT THE THEATR PARTIES DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES AND HAVE NO OBLIGATION TO REVIEW OR VET ANY LISTINGS, SERVICES, SELLERS, BUYERS, OR OTHER THIRD PARTIES WITH WHOM YOU MAY INTERACT IN CONNECTION WITH THE SERVICES. THE THEATR PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF THEATR USERS OR OF QUALITY AND SAFETY OF SERVICES. NOTWITHSTANDING THEATR'S APPOINTMENT AS THE COLLECTION AGENT OF THE THIRD PARTY SELLER FOR THE LIMITED PURPOSE OF COLLECTING PAYMENTS FROM BUYERS ON BEHALF OF SELLERS, THEATR EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY BUYER OR SELLER, OR RELATED TO ANY SERVICE, LISTING, OR PURCHASE REQUEST.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, YOUR USE OF A SERVICE, AND ANY CONTACT YOU HAVE WITH BUYERS, SELLERS, OR THIRD PARTIES THAT ARISE FROM YOUR USE OF THE SERVICES WHETHER IN PERSON OR ONLINE. YOU UNDERSTAND AND AGREE THAT SOME SERVICES MAY CARRY INHERENT RISK, AND BY USING THOSE SERVICES, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MADE BEFORE, DURING, AND AFTER YOUR USE OF SERVICES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU RELEASE THE THEATR PARTIES FROM ANY AND ALL LIABILITY, DAMAGES, OR LOSS, WHETHER ECONOMIC OR NON-ECONOMIC, OF ANY TYPE OR CHARACTER. YOU ACKNOWLEDGE THAT THEATR IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED BY SELLERS, AND THAT IT HAS NO RIGHT TO AND DOES NOT CONTROL, DIRECT, OR SUPERVISE SELLERS, BUYERS, OR THIRD PARTIES WHO MAY BE INVOLVED IN THE SERVICE. THEATR DOES NOT CREATE OR DELIVER SERVICES OR LISTINGS. TO THE MAXIMUM EXTENT PERMITTED BY LAW THE THEATR PARTIES WILL NOT BE LIABLE FOR ANY DAMAGE ARISING OUT OF OR IN CONNECTION WITH SERVICES, LISTINGS, OR YOUR USE OF ANY SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY OTHER INDIVIDUALS THAT ACCOMPANY YOU WHEN USING A SERVICE, INCLUDING THE SUPERVISION OF ANY MINORS THAT ACCOMPANY YOU WHEN USING A SERVICE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU AGREE TO RELEASE AND HOLD HARMLESS THE THEATR PARTIES FROM ALL LIABILITIES AND CLAIMS THAT ARISE IN ANY WAY FROM ANY INJURY, DEATH, LOSS OR HARM THAT OCCURS TO THOSE INDIVIDUALS OR MINORS WHILE USING THE SERVICE OR IN ANY WAY RELATED TO YOUR SERVICE. WHETHER YOU ARE A SELLER OR A BUYER, YOU ALONE ARE RESPONSIBLE FOR IDENTIFYING, UNDERSTANDING, AND COMPLYING WITH ALL LAWS THAT APPLY TO YOUR USE OF THE SERVICES.
THEATR MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THEATR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEATR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THEATR'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THEATR IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICES AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
THEATR IS NOT AFFILIATED WITH ANY OTHER USER, PROPERTY, CARRIER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER USER, PROPERTY, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER OR ANY OTHER ORGANIZATION, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THEATR AND THEATR'S AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, CONTENT PROVIDERS, OR SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
THEATR WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ANY OBLIGATION HEREIN IF THE DELAY OR FAILURE IS DUE TO UNFORESEEN EVENTS THAT ARE BEYOND THEATR'S REASONABLE CONTROL, SUCH AS STRIKES, BLOCKADE, WAR, TERRORISM, RIOTS, NATURAL DISASTERS, EPIDEMIC, OR GOVERNMENTAL ACTION, IN SO FAR AS SUCH AN EVENT PREVENTS OR DELAYS THEATR IN FULFILLING ITS OBLIGATIONS HEREUNDER OR RESULTS IN PROPERTY DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Theatr, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Theatr are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND THEATR AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THEATR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Theatr is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@theatr-app.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Theatr should be sent to Theatr Technology Inc, 27 E 28th St 8th Floor, New York, NY 10016 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Theatr and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Theatr may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Theatr or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Theatr is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with theAmerican Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website,http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page,http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under theTerms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Theatr and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Theatr agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $25,000 or less, at your request, Theatr will pay all Arbitration Fees. If the value of relief sought is more than $25,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Theatr will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Theatr will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
f. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Theatr agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Theatr written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Theatr, in its sole discretion, may restrict, suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Theatr believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Theatr may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Theatr may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Theatr will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Theatr will have no liability or responsibility with respect thereto. Theatr reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
You should understand that, insofar as permitted by applicable law, nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding ("Protected Activity") that may be conducted by any federal, state or local government agency or commission ("Government Agencies"). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Theatr. Notwithstanding, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Theatr confidential information to any parties other than the Government Agencies.
These Terms of Service constitute the entire agreement between you and Theatr and govern your use of the Service, superseding any prior agreements between you and Theatr with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Theatr agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Theatr to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Theatr, but Theatr may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notice to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. The provisions of these Terms relating to the rights of the Theatr Parties are intended for the benefit of such Theatr Parties, and such Theatr Parties, as third-party beneficiaries, will be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to or otherwise bound by these Terms.
At Theatr, we endeavor to respect the privacy of our users. For details, please see our Privacy Policy located at https://theatr-app.com/privacy-policy. By using the Service, you consent to our collection, use, and processing of personal data as outlined therein.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at support@theatr-app.com or at Theatr Technology Inc, 27 E 28th St 8th Floor, New York, NY 10016.
