...
2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer acknowledges that all accredited Users of the Services from Customer’s Company will register with the Services using their Company email and a unique password and in doing so will be subject individually to the Seatrobot User Terms & Conditions.
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
...
3.3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Additionally, Customer acknowledges it has countersigned the US Data Processing Addendum, as attached as Exhibit F. Further information on Company’s general Data Request Policy and general Security Practices are available online at our Support page here.
4. EMAIL SENDING, SPAM, UNSUBSCRIBE AND BOUNCE MANAGEMENT
...
6.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of fourteen (14) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. Current information on our Data Retention Policies is available online at out Info & Support Center at https://seatrobot.ghost.io/seatrobot-security-practices/atlassian.net/servicedesk/customer/portal/2. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
...
Seatrobot charges fees for tickets ('Seatrobot Ticket Fees') for events sold through Customer's account. These fees include but may not be limited to: a base charge per ticket sold and a fee per ticket sold calculated as a percentage of the ticket face value. Seatrobot reserves to right to alter Seatrobot Fees at its discretion. Currently prevailing Seatrobot Fees and terms and conditions are kept up to date and available for view here.
8.3 REFUNDS
a. Chargebacks: Customer shall be responsible for any Chargebacks Seatrobot receives from its merchant bank in connection with Events. Seatrobot reserves the right to hold any Account Balance due, deduct Chargebacks from Settlements or to bill partner for up to twelve (12) months after the occurrence of an Event. For purposes of the Agreement, “Chargebacks” shall mean cardholder dispute, fraud, declined transaction, returned Tickets or Cancelled Events, etc. For certain continuing Events, Company reserves the right to 5% of all Settlements as a reserve against chargebacks up to but not exceeding six (6) months following the date of such Event. Company will notify Customer if Company will hold any Settlement amounts as a chargeback reserve at the time the respective Event is created in the Seatrobot System and tickets are available for sale. You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to tickets you purchased. Without limiting the generality of the foregoing, you will not contact us to seek a refund or exchange from us when we are prohibited from providing one by its clients, and you will not dispute or otherwise seek a “chargeback” from the company whose credit card you used to purchase tickets from the Site. Should you do so, your tickets may be canceled, and we may, in our sole discretion, refuse to honor pending and future ticket purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the platform.
c. Insolvency; Security for Repayment: Customer shall provide immediate written notice to Company in the event it files any voluntary or involuntary petition under the bankruptcy or insolvency laws or upon any appointment of a receiver for all or any portion of Customer's business or the assignment of all or substantially all of the assets of Customer for the benefit of creditors. The parties agree that the Agreement constitutes a financial accommodation by Company to Customer as such term is utilized in 11 U.S.C art. 365.
d. Other: Customer may authorize Company to grant refunds for any other reason. Company in its sole discretion, may effectuate such a refund and in such event Company may deduct the amounts for such refunds from Settlement.
e. Taxes. Customer is responsible for all taxes, including any city, county, state or federal taxes related to the sale of Tickets, but not including that portion of Seatrobot Fees retained by Company. Partner is solely responsible for including all applicable taxes in the Ticket Price and for remitting appropriate taxes to the proper tax authorities.
...
11.1 Customer acknowledges that it may access the latest versions of all Company’s Customer and User terms and Conditions, legal supplements and technical, data and privacy Policies at Company’s Support website here.