Below is a summary of Tikly’s Terms of Service. For our complete Terms of Service, please see Tikly’s Terms of Service (the “Terms”). As a user of the Tikly software, you agree to the following:
By checking the box on the Tikly sign up webpage where it says “I accept the Tikly terms & conditions,” you are agreeing to comply with all of the terms and conditions contained in Tikly’s Terms of Service.
ATTENTION: THE FOLLOWING TERMS OF SERVICE WILL BE LEGALLY BINDING ON THE USER UPON ACCEPTANCE OF THESE TERMS DURING THE USER REGISTRATION PROCESS. USER SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE EXECUTING THE TERMS.
1.1. “Seller” means any User that uses the Services to sell tickets, goods, or services to Buyers.
1.2. “Events” means events, concerts, and other similar activities for which a Seller uses Tikly to sell and manage tickets.
1.3. “Buyer” means any User that uses the Services to purchase tickets, goods, or services from Sellers.
1.4. “Services” means the services, access to the Software, and the hosting of related User Data provided by Tikly to the Users through Tikly’s website.
1.5. “Software” means the computer programs or routines made available to the Users as part of the Services at www.tikly.co or any other domain names chosen by Tikly.
1.6. “Terms” means these Terms of Service, as may be modified or amended by Tikly.
1.7. “User” shall mean any venue, band, person, or entity that creates a Tikly account, whether such User intends to be a Buyer, Seller, or both.
1.8. “User Data” means any data entered by a User and hosted/stored by Tikly during the term of these Terms.
2.1. Grant of License. In exchange for the payment of the Fees and subject to these Terms, Tikly hereby grants to the Users a non-exclusive, non-transferable right to access and use the Software solely for the Permitted Uses specified in Section 2.2.
2.2. Permitted Uses. The Users may use the Services solely for the following purposes (the “Permitted Uses”):
(a) Users may use the Services to act as Sellers for the purpose of selling tickets to any Events and to sell other goods or services related to such Events.
(b) Users may use the Services to act as Buyers for the purpose of purchasing tickets to any Events and to purchase other goods or services related to such Events.
(c) A person or entity may be both a Buyer and a Seller for any particular Event.
2.3. Prohibited Actions. Users shall not (i) permit any third party to access the Software or utilize the Services except as permitted herein, (ii) create derivative works based on the Software, (iii) copy, frame, or mirror any part or content of the Services, (iv) reverse engineer the Software or Services, (v) exploit any bugs to use the Software or Services for any purpose not specified in Section 2.2 or in a manner not intended or contemplated by Tikly, or to allow any third party to use the Software or Services in such a manner, (vi) use the Software to send unsolicited communications, or (vii) use or access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Software or Services.
2.4. Ownership and Use of User Data. Tikly acknowledges that the contents of any data files created by any User, even though produced by Tikly’s Software and hosted under these Terms, are the property of the User. Notwithstanding the foregoing, Tikly reserves the right, and User hereby grants the right and license for Tikly (a) to use any User Data to improve its software and processes, (b) to use the User Data to conduct internal market and customer analysis, and (c) to request that any User allow Tikly to contact them directly. Except as part of the sale of substantially all of Tikly’s assets, Tikly will not sell or transfer any of the User Data to any third-party unless such disclosure is inherent in the delivery of the Services.
2.5. Ownership of Intellectual Property. These Terms provide access to and use of the Software and provide hosting of all related User Data for the purpose of managing the Events. However, these Terms do not constitute a sale of any title or interest in the Software. The Software and all proprietary and intellectual property rights contained therein are expressly reserved to and shall remain the sole and exclusive property of Tikly.
3.1. Relationship of the Parties. Tikly is not the buyer or seller of any tickets, goods, or services. The Services empower and enable the Sellers and Buyers by creating a transparent, low cost marketplace through which the Sellers and Buyers can sell or buy the tickets, goods, or services to each other.
3.2. Payment. Tikly shall collect fees or the purchase price for any tickets, goods, or services sold by the Sellers to the Buyers using the Services, plus any applicable taxes or similar fees (the “User Payments”). The Seller shall pay to Tikly the fees calculated in the manner set forth on Tikly’s website for the use of the Services (the “Fees”). The Fees shall be withheld from the User Payments, with the remainder of the User Payments delivered to the Seller as provided on Tikly’s website. The Buyer and/or Seller are responsible for any and all sales, income, or other taxes and fees associated with selling the tickets, goods, or services.
3.3. Refund Claims. Any Buyer that desires a refund or makes any other claim or complaint related to any tickets, goods, or services purchased using the Services shall first submit a refund request using the refund request form on Tikly’s website. Tikly shall have the right to elect, in its sole discretion, to (i) refund the User Payments related to such refund claim from any User Payments owed to the Seller then in possession of Tikly, (ii) advance funds sufficient to refund the User Payments related to such refund claim on behalf of the Seller and to demand reimbursement for such advance from the Seller, or (iii) refuse such refund claim. If Tikly refuses the refund claim, Tikly may provide the Buyer with the Seller’s contact information. Tikly shall be entitled to receive reimbursement from the Seller for any non-refundable transaction, credit card processing, or other charges related to any refund. If the Seller grants a refund to a Buyer that did not comply with the refund procedure set forth in this section Tikly shall be entitled to retain any fees earned on the sale of the refunded tickets, goods, or services, and the Seller shall have no claim against Tikly for reimbursement of such refund amount.
4.1. Support Services. Tikly shall provide online support for the Software. Tikly agrees to maintain the Software. Tikly has no obligation to provide support services under these Terms if such support services are required due to: (a) improper use or failure of other software or systems not covered under these Terms, (b) failure of the User’s computer hardware and/or related systems, (c) any upgrade/update for existing User Data files or other third party software services required in relation to the installation of a Software update provided under these Terms, (d) the migration of existing user data files to the Software, or any services required in relation to the installation of or update to any other software or systems which are not part of the Software, or (e) accident, neglect or “Acts of God”.
4.2. Availability of Software. Tikly shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Tikly shall give at least 8 hours notice via email and which shall be scheduled to the extent practicable during the weekend or at night), or (b) any unavailability caused by circumstances beyond Tikly’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems (other than those involving Tikly employees), or internet service provider failures or delays. Tikly will provide the Services only in accordance with applicable laws and government regulations.
4.3. Security. All facilities used to store and process User Data will adhere to reasonable security standards no less protective than the security standards at facilities where Tikly stores and processes its own information of a similar type. All such facilities are required to implement at least industry standard systems and procedures to ensure the security and confidentiality of User Data, protect against anticipated threats or hazards to the security or integrity of User Data, and protect against unauthorized access to or use of User Data.
4.4. Data Confidentiality. Tikly will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of User Data. Except to the extent permitted by these Terms, Tikly will not (a) modify User Data, (b) disclose User Data except as compelled by law or as expressly permitted in writing by the User, or (c) access User Data except to provide the Services, prevent or address service or technical problems, or at User’s request in connection with customer support matters. We will disclose User Data if compelled by law to do so, but, if possible, the User will be provided reasonable notification of such compelled disclosure (to the extent legally permitted) and reasonable non-financial assistance if the User wishes to contest the disclosure.
5.1. Notice of Malfunctions. The User shall notify Tikly of any Software malfunction for which the User desires support services and shall provide Tikly with complete information concerning the malfunction.
5.2. No Unauthorized Use. The User will use all commercially reasonable efforts to prevent unauthorized use of the Service, and to terminate any unauthorized use. The User will promptly notify Tikly of any unauthorized use of, or access to, the Services of which it becomes aware, and will cooperate with Tikly to prevent or minimize such misuse. The User agrees it will not (a) make the Services available to anyone other than authorized users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or (d) use the Services to store or transmit malicious code. The User hereby agrees to not disable, circumvent, or bypass computer programming, firewalls, security programs, encryption files, or other tools employed to prevent unauthorized access or use of the Software or Services.
5.3. Protection of Trade Secrets; Confidentiality. The User acknowledges that the Software and Services contain trade secrets owned by Tikly, including the specific design, structure, and logic of the individual programs, and their interactions, in addition to certain other information that is confidential and proprietary. The User agrees to keep Tikly’s confidential and proprietary information in strict confidence and to use the Software, trade secrets, and confidential and proprietary information contained therein solely pursuant to the terms of these Terms. Notwithstanding anything to the contrary herein, the User shall not be prohibited from using or disclosing information which is already available to the public as of the date of these Terms or becomes publicly available through no fault of the User, or employees or agents, or is already known to the User as shown by pre-dated written records.
6.1. Limited Warranty. Tikly warrants to the User that during the term of these Terms, the Software will perform substantially in accordance with the specifications set forth in these Terms. Tikly is not responsible for problems caused by computer hardware, computer operating systems, or the use of the Software in conjunction with computer programs not supplied to the User by Tikly.
6.2. Cure. The User agrees to notify Tikly in writing of any claimed error or defect in the Software or of its failure to perform substantially in accordance with the specifications set forth in these Terms. Tikly will determine whether and when to correct reproducible errors by considering the number of users affected and the effect of the error on the Software’s overall performance. Tikly shall have a commercially reasonable amount of time to cure any such failure.
6.3. Limitation of Liability. The User agrees that Tikly’s liability, if any, arising out of or in connection with the access to, use of, or performance of the Software shall not exceed the amounts previously paid by the User to Tikly for the use of the Software.
6.4. LIMITED WARRANTY. THE EXPRESS WARRANTIES PROVIDED IN PARAGRAPHS SECTIONS 6.1 THROUGH 6.3 ARE LIMITED WARRANTIES MADE BY TIKLY. TIKLY MAKES AND USER RECEIVES NO OTHER WARRANTY WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED, OR STATUTORY EXCEPT AS STATED IN THESE TERMS. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. TIKLY SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH CLAIMS.
7.1. Notice of Claims. User shall notify Tikly immediately upon learning of any threatened or asserted claim that its use of or access to the Software infringes patents, copyrights, trademarks, trade secrets, or other intellectual property rights of any third party.
7.2. Indemnification of User. Tikly shall defend at its own expense any claim asserted against User to the extent such claim is based upon a contention that the Software in the form accessed by User and used within the scope of these Terms infringes any United States patents, copyrights, trade secrets, trademarks or other intellectual property rights of any third party, provided that User has notified Tikly in writing of such claim within ten (10) days of learning of such claim. Such defense shall include indemnification of User against any adverse judgment.
7.3. Indemnification of Tikly. Users will indemnify, defend, and hold harmless Tikly from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding (i) the User Data, (ii) User’s use of the Services in violation of these Terms, or (iii) sales, income, or other taxes or fees associated with the sale of tickets, goods, or services using the Services (excluding any income tax owed by Tikly on the Fees).
8.1. Term. These Terms shall take effect upon acceptance by the User pursuant to the on-line registration process and shall apply to all of the User’s actions and uses of the Services and Software.
8.2 Termination of User Account. Tikly may terminate a User’s account for any reason, at any time, in its sole and absolute discretion, by delivering written notice to User at the email address provided during registration stating that such User’s account has been deactivated. The User may deactivate its account at any time by using the deactivation process provided on the Tikly website.
8.3. Effect of Termination. Upon termination of these Terms: (i) the rights granted hereunder will cease immediately; (ii) Tikly will provide User a complete copy of the User Data within 30 days after deactivation of the User’s account; and (iii) after the User Data has been delivered, Tikly will delete all User Data unless the User has provided consent to Tikly to use User Data related to that User. Sections 3, 4.3, 4.4, 5, 6, 7, and 9 shall survive the deactivation of the User’s account.
9.1. Merger; No Waiver; Severability. These Terms constitute the complete and exclusive Terms between Tikly and User and supersede any prior Terms, either written or oral. If either Tikly or User fails to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under these Terms shall not constitute the waiver of any subsequent breach or default. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions of these Terms shall continue to be valid and enforceable. Headings and organization of the Terms are solely for convenience of the parties and do not constitute a part of the Terms for any other purpose.
9.2. Force Majeure. Tikly shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond Tikly’s reasonable control.
9.3. Choice of Law; Venue. These Terms shall be governed under the laws of Iowa excepting its conflict of laws provisions. The parties expressly agree that the state and federal courts situated in Des Moines, Polk County, Iowa shall have non-exclusive jurisdiction and venue to hear all disputes arising from this Terms.
9.4. Assignment. Any assignment of these Terms by either party, without the prior written consent of the other, shall be null and void and of no effect and constitute a material breach of these Terms.
9.5. Notices. Any notice provided pursuant to these Terms shall be in writing and delivered by email to Tikly using the contact information provided on Tikly’s website, or by email to the User to the email address provided during registration process by the User.
9.6. Amendments. These Terms may be amended by Tikly at any time upon by providing notice to the Users of such amendment. Continued use of the Services after such notice shall be deemed to be acceptance of any such amendment.