WithOthers www.withothers.io (the “Website”) is a community and events management company.
The WithOthers Website offers an online destination that enables users to publish, offer services, create events, search for events, book services, pay for services, and buy tickets to events (collectively known as "Services"). The Website and the Services together are known as the “Platform.”
Users who publish and offer their own services on the Platform are “Hosts”, “Nonprofits” “Artists,” or “Crew Member(s)” (collectively known as "Partners"). Users who search for and buy these products are “Fans”.
Users who request the use of Partners' services to create events (“Events”) on the Platform or pay for certain other Services are "Event Creators". Event Creators may add additional users (”sub-users”) to their account with specific roles and permissions. Some of this sub-users may be event organizers operating under the Event Creator’s account (”Local Event Creators”)
Event Creators create Events ("Create Event") on the Platform in support of certain causes ("Cause Categories"). These events generate opportunities ("Offers") for Partners to provide their services to the Platform in service of the Event (“Bookings”).
Event Creators may receive payments (”Payouts”) from revenue generated from their events.
You must register an account to access and use many features of the WithOthers Platform and keep your account information accurate.
By applying to be an Event Creator, you agree to the following terms ("Event Creator Terms"):
1. WithOthers' Services and Role
- What We Do. WithOthers's Platform provide a simple and quick means for Event Creators to create Event Creator profiles, and other webpages related to their events, promote those pages and events to visitors or browsers on the Platform or elsewhere online, manage online or onsite ticketing and registration, solicit donations, and sell or reserve merchandise or accommodations related to those events to Fans. Descriptions of other and more specific Platform functionality can generally be found on the Site. WithOthers may also support Event Creators in recruiting, training and managing Local Event Creators (”Community Management”).
- How We Fit In. WithOthers is not the creator of the events listed on the Platform. Rather, WithOthers provides its Platform, which allow Event Creators to manage ticketing and registration and promote their events. The Event Creator is solely responsible for ensuring that any page displaying an event on the Platform (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and Platform described on the event page are delivered as described and in an accurate satisfactory manner.
2. Privacy and Consumer Information
- If you are an Event Creator, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, and (b) you will at all times comply with any applicable policies posted on the Platform with respect to information you collect from (or receive about) consumers.
3. Term; Termination
- These Terms apply to you as soon as you access the Platform by any means and continue in effect until they are terminated. There may come a time where either you or WithOthers decides it's best to part ways as described in Sections 3.2 or 3.3 below. When that happens, these Terms will generally no longer apply. However, as described in Section 3.4, certain provisions will always remain applicable to both you and WithOthers.
- WithOthers may terminate your right to use the Platform at any time if you violate or breach these Terms; if you misuse or abuse the Platform, or use the Platform in a way not intended or permitted by WithOthers; or if allowing you to access and use the Platform would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose WithOthers to legal liability. WithOthers may choose to stop offering the Platform, or any particular portion of the Platform, or modify or replace any aspect of the Platform, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Platform, where, in WithOthers's sole discretion, failure to do so would materially prejudice you. You agree that WithOthers will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Platform.
- Except to the extent you have agreed otherwise in a separate written agreement between you and WithOthers, you may terminate your access to the Platform and the general applicability of Terms by deleting your account. If you are a Consumer using the Platform without a registered account, your only option for these Terms to no longer apply is to stop accessing the Platform indefinitely. So long as you continue to access the Platform, even without an account, these Terms remain in effect. If there is a separate agreement between you and WithOthers governing your use of the Platform and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Platform after such termination or expiration.
- All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
4. Release and Indemnification
This is where you agree to cover WithOthers if you use the Platform in a way that causes WithOthers to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
- Release. You hereby agree to release WithOthers from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Platform or any event listed on the Platform. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY 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 RELEASED PARTY."
- Indemnification. You agree to defend, indemnify and hold WithOthers and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of:
- your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);
- your use of the Platform in violation of these Terms or other policies we post or make available; your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;
- WithOthers’s collection and remission of taxes;
- and if you are an Event Creator, your events (including where WithOthers has provided Platform with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the Claim arises out of WithOthers's gross negligence or willful misconduct.
WithOthers will provide notice to you of any such Claim, provided that the failure or delay by WithOthers in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, WithOthers may choose to handle the Claim ourselves, in which case you agree to cooperate with WithOthers in any way we request.
5. Disclaimer of Warranties and Assumption of Risks by You
- We strive to provide Platform in the way you need them, but there are some things it is important for you to understand that we cannot promise. To the extent permitted by applicable laws, the Platform are provided on an "as is" and "as available" basis. WithOthers expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, WithOthers makes no warranty that
- the Platform (or any portion of the Platform) will meet your requirements or expectations;
- the Platform will be uninterrupted, timely, secure, or error-free; or
- the results that may be obtained from the use of the Platform will be accurate or reliable.
- You acknowledge that WithOthers has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users (including the Consumer's personal information shared with Event Creators in connection with events) or the ability of any User to perform or actually complete a transaction. WithOthers has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that WithOthers requires to provide the Platform, that an Event Creator chooses to assist with an event, or that you choose to contract with when using the Platform.
- You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.
- The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
6. Limitation of Liability
- To the extent permitted by applicable laws, or as otherwise set forth herein, WithOthers and any person or entity associated with WithOthers's provision of the Platform (e.g., an affiliate, vendor, strategic partner or employee) ("Associated Parties"), will not be liable to you or any third party, for:
- any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute Platform (even if WithOthers has been advised of the possibility of such damages); or
- Your Content. In addition, other than the obligation of WithOthers to make Payouts in certain circumstances to certain Event Creators and only in accordance with the terms therein, the maximum aggregate liability of WithOthers or Associated Parties is limited to the following:
- for Event Creators of events with paid tickets, the fees (net of WithOthers Transaction fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and
- for Event Creators of events with free tickets only, Consumers or other Users, (1) the total amount of all tickets or registrations that you purchased or made through the Platform in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one hundred U.S. dollars (US $100).
- Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
7. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE Platform WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
- Contact Us First. If you have a question or concern about the Platform, please contact us first. Our customer support team will try to answer your question or resolve your concern.
- Agreement to Arbitrate. In the unlikely event that our customer support team is unable to resolve your concerns, the parties (you and we) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Platform, or related to our relationship through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9(h) below.
- Scope of Agreement. This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Platform.
- No Class Actions. YOU AND WithOthers AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.
- Notice of Dispute. A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to WithOthers must be addressed to the following address ("Notice Address") and must be sent by certified mail: WithOthers, Inc., Attn: Legal Department, 535 Mission Street, 8th Floor, San Francisco, CA 94105, USA. Notice to you will be addressed to a mailing, home or payment address currently on record with WithOthers and must be sent by certified mail. If WithOthers has no records of such physical address, such notice may be delivered to your WithOthers account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If WithOthers and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or WithOthers may commence an arbitration proceeding.
- Arbitration Proceedings. The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Platform (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 9, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.) All issues in dispute between the parties are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 9.
- Location of Arbitration Proceedings. If you are a Consumer, any arbitration hearings will take place (at your option) either in the county of your residence or by phone, except that is you are a Consumer whose residence is outside of the United States, the hearing will take place either in Los Angeles, California or by phone or videoconference, at your option and as permitted by the AAA Rules. If you are a business (i.e., your use of the Platform were for commercial use), then unless WithOthers and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States 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, AAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree 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 ten thousand dollars ($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 will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
- Costs of Arbitration; Legal Fees.
- Payment of Costs and Expenses. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against WithOthers and the value of the relief sought is ten thousand dollars ($10,000) or less, then WithOthers will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). Further, if the circumstances in the preceding sentence apply and your claim arises from your use of the Platform as a Consumer, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then WithOthers will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse WithOthers for all such cost and expenses that WithOthers paid and that you would have been obligated to pay under the AAA rules.
- Payment of Legal Fees. Just as in any court proceeding, each party will initially bear its own attorneys' fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator will award such prevailing party the reasonable attorneys' fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Platform (rather than business use) WithOthers will not seek to recover its attorneys' fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
- Future Changes. Notwithstanding any provision in these Terms to the contrary, you and WithOthers agree that if WithOthers makes any future change to this arbitration provision (other than a change to the Notice Address) WithOthers will provide you with notice of such change and you may reject any such change by sending us 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 provision as unmodified by such rejected change.
- Special Severability. In the event that any provisions of this Section 9 are found to be invalid or unenforceable for any dispute or claim, then, the entirety of this Section 9 will be null and void with respect to such dispute or claim and Section 23 will apply in lieu of this Section 9.
- Opt Out. You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to email@example.com, with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Platform or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. Note that if you opt out of these arbitration provisions, WithOthers also will not be bound by them.
8. License to the WithOthers Platform
- License to Platform. We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-users registered via the Platform), revocable right to use our Platform solely to
- browse the Platform and search for, view, register for or purchase tickets or registrations to an event listed on the Platform; and/or
- create event registration, Event Creator profile and other webpages to promote, market, manage, track, and collect sales proceeds for an event.
- Restrictions on Your License. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly
- copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Platform;
- reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Platform;
- rent, lease, resell, distribute, use the Platform for other commercial purposes not contemplated or otherwise exploit the Platform in any unauthorized manner;
- remove or alter any proprietary notices on the Platform; or (e) engage in any activity that interferes with or disrupts the Platform.
- Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, Platform marks, trade secrets or other intellectual property and other proprietary rights and laws. WithOthers may own the Site Content or portions of the Site Content may be made available to WithOthers through arrangements with third parties. Site Content included in or made available through the Platform is the exclusive property of WithOthers and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
- Trademarks. The trademarks, Platform marks and logos of WithOthers (the "WithOthers Trademarks") used and displayed in connection with the Platform are registered and unregistered trademarks or Platform marks of WithOthers. Other company, product and Platform names used in connection with the Platform may be trademarks or Platform marks owned by third parties (the "Third Party Trademarks," and, collectively with WithOthers Trademarks, the "Trademarks"). The offering of the Platform will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Platform without the prior written consent of WithOthers specific for each such use. The Trademarks may not be used to disparage WithOthers, any third party or WithOthers's or such third party's products or Platform, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless WithOthers approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any WithOthers Trademark will inure to WithOthers's benefit. A number of issued patents and patents pending apply to the Platform. Site Content may also be protected by copyrights owned by WithOthers and/or third parties. Please note that if you copy portions of the Platform you are violating these patent rights and copyrights.
- Use of Sub-domains. WithOthers may provide you with the right to use a sub-domain within the Site (e.g., WithOthers.com/[sub-domain]) for a given event or series of events. All such sub-domains are the sole property of WithOthers and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event WithOthers provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your event is actively selling on the Platform and you are in compliance with the Terms, including without limitation, these Terms of Platform. If WithOthers terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
9. Licenses and Permits Event Creators Must Obtain
- If you are an Event Creator, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Platform, you represent and warrant to us that:
- You and your affiliates will obtain, prior to the start of ticket sales, all applicable licenses, permits, and authorizations (individually and collectively, "Licensure") with respect to events hosted by you or your affiliates on the Platform. Licensure includes but is not limited to property operation permits and fire marshal permits;
- You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Platform will comply, with all applicable laws, regulations, rules and ordinances;
- You will only request that WithOthers offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any state, county, municipal or other local authority's authorization of the event, traffic engineering authorizations, fire department inspection reports, authorization to receive minors (if applicable), sanitary authorization (if applicable), and any other potential applicable authorization; and (d) you and your affiliates will maintain in force throughout the term of access to the Platform the applicable Licensure for Event Creator to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Platform
- Without limiting the generality of any release provided under these Terms of Platform, as a material inducement to WithOthers permitting you to access and use the Platform, you hereby agree to release WithOthers, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys' fees, known and unknown, arising out of or in any way connected with your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.
- Without limiting your indemnification obligations elsewhere under these Terms of Platform, you agree to defend, indemnify and hold WithOthers, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any Claim due to or arising out of your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of WithOthers from time to time.
10. Your Rights to Submit a Copyright Takedown Notice
- If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act ("DMCA") by following the directions we provided in WithOthers's Trademark and Copyright Policy.
11. Scraping or Commercial Use of Site Content is Prohibited
- The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
- Transaction Fees. We charge fees when you sell paid tickets/ registrations, or digital merchandise through the Platform. These fees may vary based on individual agreements between WithOthers and certain Event Creators and are debited from Payouts before they are transferred to that Event Creator.
- Secondary Sales. We charge fees on secondary transactions of tickets between individual Fans (”Secondary Sales”). These fees are applied to these transactions when they take place.
- Account Fees. When an Event Creator has a certain number of sub-users, or has created a certain number of events on the platform, then they will be required to pay an additional monthly fee to continue to use the Platform. The amounts in question may vary based on individual agreements between WithOthers and certain Event Creators. Fees will be debited from the Event Creators connected bank card account on the 28th of each month or may be invoiced to the Event Creator. Invoices are payable via ACH or wire transfer.
Payouts are deposited into the connect bank account of the Event Creator. Event Creators are required to connect their bank account before putting a paid ticket or item of digital merchandise on sale. Payouts may be owed for:
- Event Revenue. Event Creators may sell paid tickets/ registrations, or digital merchandise through the Platform and are entitled to the revenue from the sale of these items net of Transaction Fees. Payouts for these fees take place on the 28th of each month to the Event Creator for sales which took place in the previous thirty (30) days or since the last Payout was made (whichever is fewer).
- Secondary Sales. Event Creators are entitled to fees on secondary transactions of tickets between individual Fans. These fees are applied to these transactions when they take place. Payouts for these fees take place on the 28th of each month to the Event Creator for sales which took place in the previous thirty (30) days or since the last Payout was made (whichever is fewer).
14. Your Account with WithOthers
- We may require you to create an account to access certain features or functions of the Platform. You agree to follow certain rules when you create an account with WithOthers or use the Platform, including the following:
- You must be at least 18 years of age, or the legal age of majority where you reside, to use the Platform. If you are 13 or older, you may only use the Platform under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.
- You agree to provide true, accurate, current and complete information about yourself, or if you are using the Platform on behalf of an entity, the entity (the "Registration Data"). You also agree to update this Registration Data if it changes.
- If there is a dispute between two or more persons or entities as to account ownership, WithOthers will be the sole arbiter of that dispute and WithOthers's decision (which may include termination or suspension of the account) will be final and binding on those parties.
- If you are using the Platform on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant WithOthers all permissions and licenses provided in these Terms.
- We may provide you the ability to implement certain permission within your account to third parties including, sub-users, or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
- You agree to immediately notify WithOthers of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
- You agree to not use our Platform to collect any sensitive personal information, such as health information (including "protected health information" as defined in 45 C.F.R. §160.103), social security numbers, financial information, payment card numbers, driver's license numbers, and passport numbers, unless otherwise permitted by these Terms or WithOthers has consented to such collection in writing.
15. Our Community Guidelines
You agree to abide by the WithOthers Community Guidelines whenever you use or access our Platform. Please read these carefully, as they affect what types of content and conduct are permitted on and through the WithOthers Platform.
16. Your Content.
- License. WithOthers does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant WithOthers a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Platform (including WithOthers's promotional and marketing Platform, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, WithOthers does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Platform will restrict any rights that you may have to use and exploit Your Content outside of the Platform.
- Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content
- does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;
- complies with all applicable local, state, provincial, national and other laws, rules and regulations; and
- does not violate these Terms.
- Additional Rules About Your Content. Your Content must be accurate and truthful. WithOthers reserves the right to remove Your Content from the Platform if WithOthers believes in its sole discretion that it violates these Terms, our Community Guidelines, or for any other reason. WithOthers may use your name and logo (whether or not you have made it available through the Platform) for the purpose of identifying you as an existing or past customer of WithOthers both on the Platform and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to
- comply with legal process;
- respond to claims that any of Your Content violates the rights of third parties; enforce or administer the Terms of Platform, including without limitation, these Terms of Platform; and/or
- protect the rights, property and/or personal safety of WithOthers, its users and/or the public, including fraud prevention.
You understand that the technical processing and transmission of the Platform, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
Notices to you may be sent via email or regular mail to the address in WithOthers's records. The Platform may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Platform.
- Modifications to the Terms or Platform WithOthers reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following
- posting the changes through the Platform;
- updating the "Updated" date at the top of this page; or
- sending you an email or message about the Modifications.
Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Platform or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Platform following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, WithOthers may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of WithOthers. WithOthers is constantly evolving our products and Platform to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. WithOthers reserves the right modify, replace or discontinue any part of the Platform or the entire Platform.
We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
19. Entire Agreement.
Except as otherwise set forth herein, these Terms constitute the entire agreement between you and WithOthers and govern your use of the Platform, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and WithOthers on the subject matter hereof, other than any written agreement for Platform between you and an authorized officer of WithOthers relating to a specified event or events.
20. Applicable Law and Jurisdiction
These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. WithOthers is based in San Francisco, California, and any legal action against WithOthers related to our Platform and that is not precluded by the arbitration provisions in these Terms must be filed and take place in Los Angeles. Thus, for any actions not subject to arbitration, you and WithOthers agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in Los Angeles County, California.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform ("Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
22. Third Party Websites; Linked Accounts; Third Party Offers
The Platform may provide, or Users may provide, links to other Internet websites or resources. Because WithOthers has no control over such websites and resources, you acknowledge and agree that WithOthers is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, offers, products, Platform or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with WithOthers partners or third party Platform providers. For example, if you purchase ticket insurance on WithOthers from a third party, your contractual relationship is with the third party ticket insurance provider, not WithOthers.
23. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.
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