Audience Republic Trial Terms and Conditions

These terms and conditions (the “Terms”) govern your participation in the Audience Republic Trial Program (the “Trial Program”). By clicking “Accept” or otherwise accessing or using the Trial Program, you agree to be bound by these Terms between you, as set forth in your Services Agreement (“Client”) and AudienceView Ticketing Corporation. These Terms apply solely to internal evaluation use of the Audience Republic platform during the Trial Program and do not create any commercial commitments.

1. SERVICES
   • 1.1 Services. Subject to these Terms, Vendor will make Audience Republic (the “Services”) available to Client for internal evaluation purposes only. The Services are provided without commercial commitment and solely for testing and/or feedback. Client may access the Services during the Term but will not use the Services for live events or external-facing activities. The Services may be limited in Vendor’s sole discretion. 
   • 1.2 Changes to Services; Updates. Client acknowledges that Vendor may modify or update the Services during the Trial Program, provided such changes do not materially degrade the overall functionality. Vendor may suspend the Services at any time in its sole discretion.
2. NO FEES
   • 2.1 Service Fees.  No Service Fees are payable under this Agreement. Participation in the Trial Program is provided at no cost and solely for evaluation purposes. Participation does not create any obligation for the Client to purchase, subscribe to, or otherwise enter into a commercial relationship for the Services following the conclusion of the Trial Program.
   • 2.2 Taxes.  Client is responsible for any applicable taxes arising from its use of the Services, if any. No tax-related obligations are imposed on Vendor under this Agreement.
3. CLIENT OBLIGATIONS
   • 3.1 Use of  Services.  The  Services may only be used by Client and its/their employees and contractors in connection with Client’s business.  In no event will Client use the  Services in violation of applicable laws, rules or regulations or for any reason other than for the Services reasonably intended purpose, and Client will not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Vendor’s provision of the Services.
   • 3.2 Client Data. Vendor will accept all data and other records made available to Vendor by or on behalf of Client under these Terms or otherwise processed or created on Client’s behalf in connection with the Services (collectively, “Client Data”) as being legally obtained and accurate, without any further inquiry. Client will ensure that the Client Data does not include any illegal or unlawful materials, including materials that: (i) defame other persons; (ii) willfully promote hatred against any identifiable group or individual; or (iii) infringe the copyright, trade secret or other intellectual property rights of any person. Where applicable under this Agreement in respect of the Client Data the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”), the retained version of the EU GDPR in the United Kingdom, and/or any related United Kingdom and European Union privacy laws (collectively, the “GDPR Laws”) apply. Vendor’s Data Protection Addendum is located at: https://www.audienceview.com/legal/data-processing-https://www.audienceview.com/legal/data-processing-addendum/. Where Client Data under this Agreement is not subject to the GDPR Laws, the previous sentence does not apply and is considered intentionally deleted. Client acknowledges that, as part of the Trial Program, Client Data will be transferred to and processed in Australia, where the Services are hosted in accordance with applicable law.
   • 3.3 Prohibited Activities. Client may not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, disclose, create any derivative works based upon, decompile, reverse assemble, reverse engineer or otherwise attempt to derive the source code from, the Services or any Vendor intellectual property incorporated or embodied therein. Client will not alter or remove any copyright notices or other proprietary notices on or in the Services. Client will use the Services only in compliance with Vendor’s Acceptable Use policies as found on www.audienceview.com, as reasonably amended from time to time.
   • 3.4 Termination/Suspension of Services. Vendor may suspend or terminate access to the Services for misuse or security concerns in its sole discretion. Vendor will notify Client promptly and will not be liable for any resulting damages.
4. OWNERSHIP AND CONFIDENTIALITY
   • 4.1 Ownership of Client Data. Client exclusively owns all rights, title and interest in and to Client Data. Solely for the purpose of Vendor performing its obligations under these Terms, Client grants to Vendor a non-exclusive limited licence to access, use, modify, retain and dispose of Client Data, and consents to Vendor’s transfer of Client Data to Vendor’s third party data processing vendors, in each case in accordance with applicable law. Vendor may aggregate and anonymize Client Data with other aggregated and anonymized data. Accordingly, aggregated and anonymized data is not Client Data, and Vendor may use such data in its discretion, in accordance with applicable laws.
   • 4.2 Licence of Client Trade-marks. Solely as required for Vendor to provide the Services during the Term, Client grants to Vendor a limited, personal, non-sub-licensable licence to use and display Client’s trade name, trade-marks and logos (e.g. posting Client’s trade-marks on Client’s instance of the Services).
   • 4.3 Ownership of Services. Vendor retains all right, title and interest in and to all intellectual and proprietary rights with respect to the Services, together with any and all software and other technology that enables the provision of such Services, and all documentation, materials, user guides, manuals, release notes and any training materials and other deliverables provided by Vendor under these Terms, and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Client or its users relating to the Services.
   • 4.4 Confidentiality. “Confidential Information” means any and all non-public information and materials disclosed by one party to the other party (which may include any materials Vendor provided as part of a proposal), whether in writing, orally or visually, and whether or not marked as confidential, that a reasonable person would regard as confidential, which includes all Client Data. Confidential Information will not include information which: (a) is or becomes part of the public domain, other than by wrongful act of the receiving party; (b) at the time when it is disclosed or access is granted to the other party, is known to the other party free of any restrictions; (c) is independently developed by the other party through individuals who have not had either direct or indirect access to the disclosing party’s Confidential Information; or (d) is disclosed without any restrictions to the other party by a third party who has a right to make such disclosure to any person. Each party will: (i) use the other party’s Confidential Information only in accordance with these Terms and only for the purpose of fulfilling its obligations and exercising its rights under these Terms; (ii) at a minimum, use a reasonable degree of care to protect the other party’s Confidential Information (which will not be less than receiving party uses to protect its own Confidential Information); (iii) maintain the other party’s Confidential Information in strict confidence, and (iv) except as required by applicable law, not disclose the other party’s Confidential Information to any third parties. Each party acknowledges that the Confidential Information of the other party is of value to the other party or to its suppliers and that any unauthorized copying, use, disclosure, access or disposition of that Confidential Information may cause irreparable injury to the other party.  Consequently, each party agrees that in addition to any other remedies that the other party may have with respect to any unauthorized use or disclosure of its Confidential Information, the other party will be entitled to seek injunctive and other equitable relief, as a matter of right. The receiving party may disclose the other party’s Confidential Information as required by law or court order provided: (1) where legally permissible the receiving party promptly notifies the other party in writing of the requirement for disclosure; and (2) discloses only as much of the Confidential Information as is required by such law or court order. The party receiving Confidential Information of the other party will ensure that Confidential Information is disclosed only to its employees or consultants with a bona fide need to know and who are under binding written obligations of confidentiality with receiving party to protect the other party’s Confidential Information substantially in accordance with the terms of these Terms.
   • 4.5 Obligation on Termination. Upon termination these Terms and at the written request of the disclosing party, the other party will, upon election of the disclosing party, either (i) make available through the Services or return, as applicable, all originals and copies of Confidential Information received from the disclosing party within thirty (30) days of the receipt of such request, or (ii) destroy all originals and copies of Confidential Information received from the disclosing party and provide written confirmation of such destruction within thirty (30) days of receipt of such request. Nothing in this Section will require a party to return or destroy any documents and materials that such party is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject, or for its own internal compliance or auditing procedures. The confidentiality obligations will continue to apply to any documents and materials retained pursuant to this Section.
5. WARRANTIES AND LIMITATIONS
   • 5.1 Vendor Warranties. Vendor represents and warrants that: (i) it will implement appropriate technical, administrative and physical measures to secure its systems and Client Data, including maintaining certification of its compliance with the current Payment Card Industry Data Security Standards (“PCI DSS”). Vendor agrees to abide by the limitations and requirements imposed by FERPA and will not use Client Data governed by FERPA other than for the purposes of fulfilling its duties under the Agreement.
   • Vendor makes no other representations, warranties or conditions with respect to the Services, or any materials or other deliverables provided by Vendor, whether express or implied, including any implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. Vendor is not responsible for errors, bugs or other problems caused by hardware or software not provided by Vendor. While Vendor is responsible for its PCI DSS obligations, the Services and Client Data stored through use of the Services may be susceptible to intrusion, attack or computer virus infection that are beyond the Vendor’s control.
   • 5.2 Client Warranties. Client represents to Vendor that: (i) the materials provided by Client to Vendor (including Client Data and Client’s websites) will not be unlawful or infringe a third party intellectual property right; (ii) the use of the Services will not violate any applicable laws; and (iii) Client will not release any information or data related to any purchaser or prospective purchaser of any ticket (or other unit) in violation of any applicable laws.
   • 5.3 Limitation of Liability. Other than for breaches of Section 4 (Ownership and Confidentiality), neither party will be liable to the other party, for: loss, damage or corruption of data which is caused by the other party or the other party’s employees; lost revenues or profits; or any indirect, punitive, incidental, special or consequential damages or loss of use.  This limitation will apply whether or not the loss or damage was foreseeable or the defaulting party was advised of the possibility of such loss or damage.  Other than for: (a) death or personal injury caused by the negligence of such party, its officers, employees, contractors or agents, (b) any liability which may not be excluded by applicable law; and in no event will the total cumulative liability of Vendor for any and all claims arising out of or relating to these Terms or the Services, exceed $100.00 USD. The existence of more than one claim under these Terms will not enlarge or extend the foregoing limitation. The foregoing provisions set out in this Section will apply regardless of the form or cause of action (including without limitation, contract, tort or negligence).
6. INDEMNIFICATION
   • 6.1 Client Indemnification. Client will indemnify, defend and hold harmless Vendor, its affiliates and their respective directors, officers and employees from and against any and allclaims, suits, losses, damages and expenses (including reasonable legal fees and expenses) incurred in connection with any third party claims, demands and other liabilities asserted against any of them, which directly relate to or directly arise out of any materials provided by Client to Vendor (including Client Data); provided that Vendor: (a) gives Client prompt written notice of any such claim; (b) gives Client all reasonable co-operation, information and assistance to handle the defence or settlement; and (c) except to the extent required by law, makes no admission regarding any such claim without Client’s prior written consent. Any legal counsel selected by Client to defend Vendor must be reasonably satisfactory to Vendor. Client will not settle or resolve any portion of any such claim or lawsuit that obligates Vendor to take any action or incur any expense without Vendor’s prior written approval. Vendor will at all times have the right, at its own cost, to direct the defense of, and to accept or reject any offer to compromise or settle, any lawsuit, claim, demand or liability asserted against the Vendor. Notwithstanding the foregoing, Client will not be liable under this section to the extent such claim was caused by the negligence or willful misconduct of Vendor.
   • If Client is a government related entity, and as a result Client is prohibited under applicable law from providing indemnities, this Client indemnification does not apply as a matter of law and as such will be deemed “Intentionally deleted”.
7. TERM AND TERMINATION
   • 7.1 Term.  These Terms are effective upon acceptance and will automatically terminate upon written notice by either party, unless terminated earlier in accordance with these Terms. AudienceView will notify Client of the conclusion of the Program via email or other written communication.
   • 7.2 Termination. Either party may terminate these Terms for any reason with written notice. No refund or payment obligations apply.
   • 7.3 Effect of Termination. Upon termination, access to the Services will cease. No further obligations will survive termination except confidentiality.
8. GENERAL
   • 8.1 Notices.  Any notice given pursuant to these Terms will be in writing.  Any such notice will be deemed to have been received upon: (i) confirmation of delivery by a nationally reputable overnight delivery service, all delivery charges pre-paid to Client’s address and to Vendor at 200 Wellington Street West, 2nd Floor, Toronto, ON, M5V 3C7 Canada; or (ii) transmission by email to the regular contact at the receiving party with no receipt of an out-of-office or other notice indicating non-receipt. Either party may designate a different address by written notice to the other party given in accordance with this section.
   • 8.2 Entire Agreement. These Terms take effect upon accepting these terms through access, registration, or use of the Services and constitute the complete and exclusive agreement between the parties with respect to its subject matter, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding its subject matter (including any previously entered into Services Agreement, or Software License Agreement (or similarly titled agreement) with Vendor and/or its affiliates).
   • 8.3 Variations. These Terms may be changed only by mutual written agreement. 
   • 8.4 Severance. Should any provision of these Terms be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties. 
   • 8.5 Interpretation. The headings used in these Terms are for convenience of reference only. No provision of these Terms will be interpreted against any party merely because that party or its legal representative drafted the provision.  All remedies are cumulative.  Throughout these Terms, the term “including” or the phrases “e.g.,” or “for example” have been used to mean “including, without limitation”. 
   • 8.6 Waiver. No part of these Terms: (a) will be deemed to be waived by reason of any previous failure to enforce it, or (b) may be waived except in writing signed by the party waiving enforcement. 
   • 8.7 Assignment. Neither party will assign or otherwise transfer any rights or obligations under these Terms without the other party’s written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Vendor may assign or subcontract these Terms and any of the rights and obligations to an affiliate (or member of its corporate group), or to any specialist subcontractor, without prior consent. Vendor will remain responsible for the actions or omissions of such subcontracting. Subject to the foregoing, these Terms will be binding on, will inure to the benefit of, and will be enforceable against the parties and their respective successors and assigns.
   • 8.8 Independent Contractors. The relationship between the parties is that of independent contractors. These Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between them.  Neither party will have the power to bind the other without the other party’s prior written consent.
   • 8.9 Governing Law. These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the State of New York and the federal laws of the United States of America applicable therein, without reference to the conflict of laws provisions. The parties irrevocably agree to attorn to the jurisdiction of the courts in New York City, New York for the conduct of any legal proceedings under, or related to, these Terms, their subject matter or formation (including non-contractual disputes or claims).
   • 8.10 Third Party Rights. Unless required under applicable law, a person who is not a party to an this Agreement will not have any rights to enforce these Terms.
   • 8.11 Force Majeure. Neither party will be liable for any failure or delay in its performance under these Terms  due to any cause beyond its reasonable control, including an act of God, a decree or restraint of government(s), a pandemic, a crisis, a war, an act of terrorism, a failure of a utility service or transport or telecommunications network, or any other cause or causes beyond its reasonable control, whether similar or dissimilar to those already specified, that could not have been avoided by the exercise of reasonable foresight (a” Force Majeure Event”) provided that the party affected by such failure or delay gives the other party prompt written notice of the Force Majeure Event.
   • 8.12 Survival.  Those sections which by their nature should survive the termination or expiration of these Terms will survive termination or expiration, including Sections 2, 4, 5.3, 6, 7.3 and 8.