Terms Of Service
1. WHO WE ARE
Vendor Bridge provides organizers, producers, promoters, presenters, owners and managers (collectively, “Organizers”) of events, venues and other activities (each, an “Event”), services through which they can promote and sell booths, spaces, reservations, tickets, memberships, certificates, admissions, donations and/or confirmations (each, an “Admission Item”) that allow the ticket holder, vendor, business owner, foodtruck operator or purchaser (each, a “Patron”) attendance at, access to, or participation in, Events. Organizers and Patrons may also market and sell goods and merchandise (“Merchandise”) to Patrons and Organizers and other services related to Events through the Services. Admission Items, Booth Spaces, Merchandise and such other services are collectively referred to as “Items”.
Vendor Bridge is a sole proprietorship within Alberta with it’s head office located at 343 Woodfield Place SW Calgary, AB, Canada T2W 3Y1 (referred to in these Terms of Service as the “Company”, “Vendor Bridge”, “we”, “us”, or “our”).
2. SERVICES WE PROVIDE
Vendor Bridge’s websites and domains, including www.VendorBridge.ca, and any other webpages, subdomains, country level domain variants that link or refer to these Terms (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us from time to time (including our application programming interfaces), and all of our free mobile applications that we may make available from time to time, including without limitation the Vendor Bridge app (collectively, the “Applications”) are offered, maintained and provided by Vendor Bridge. All of the foregoing is collectively referred to in these Terms of Service as the “Services.”
3. BINDING AGREEMENT
These Terms of Service (“Terms”) set forth the terms and conditions upon which we provide the Services to Organizers and Patrons to promote, market and sell Items related to Events and upon which Patrons may use our Site and Applications to browse Events and browse and make purchases of Items. In these Terms, we may collectively refer to Organizers, Patrons and other visitors to our Site or Applications or users of the Services as “you”, “your” or “User”.
4. OUR SERVICES
Users shall register with us in order to use the Services. Vendor Bridge agrees with Organizers and Patrons who are registered with us, to provide the following Services:
(i) publish, display and list Organizer’s and Patrons Items and Events (including related
information) and related Items on the Vendor Bridge Website, as may exist from time to
(ii) accept and process online orders for Items and process all payments, including credit card payments, on behalf of Organizer and Patron;
(iii) provide each purchaser of Items with an electronic version of the purchased Item or an electronic receipt for such Item;
(iv) provide to Organizer and Patron, an accounting of the fees and charges for each sale of Items processed by Vendor Bridge in accordance with Section 3.3;
(v) provide access to Vendor Bridge’ software to view relevant information relating to attendance of an Event posting;
(vi) such other services as may be set forth in a contract.
Each User acknowledges and agrees that we are not organizers, producers, promoters, presenters, owners or managers of Events or venues and that all purchases and sales of, and agreements to purchase and sell, Items arising or made through or in connection with the Services, are between the applicable Organizer and the applicable Patron. Vendor Bridge is not party to any such purchase or sale or agreement to purchase or sell. In providing the Vendor Bridge transaction processor, and providing any Services involving payment by Patrons for Items or refunds to Patrons as described below, Vendor Bridge is acting as the agent of the Organizer solely for such purposes, and Vendor Bridge is not liable or obligated to any Patron as a result of providing such Services to the Organizer.
The Services may incorporate, contain, or otherwise use or make available, images, videos, text, music, information and other content, and software or other technology owned or licensed by Vendor Bridge from third parties (collectively, “Our Content”). Our Content may be protected by copyright, trade-mark, patent, trade secrets and other intellectual property rights and laws. As between you and Vendor Bridge, Vendor Bridge owns and retains all rights in Our Content and the Services. You will not remove, alter or conceal any copyright, trade-mark, service mark or other proprietary rights notices incorporated in or accompanying Our Content. You will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, use, decompile, disassemble, or reverse engineer or otherwise exploit Our Content, except you may use Our Content to the extent necessary to use or receive the Services and only as expressly permitted by Vendor Bridge and we grant to you a non-exclusive, royalty free, revocable, worldwide license to access and use the Services for the purposes of browsing and purchasing Items, and if you are an Organizer, for the additional purposes of promoting Events and promoting and selling Items, all as contemplated by these Terms. All improvements, updates, modifications or enhancements made by Vendor Bridge to any of the Services and all derivative works created by Vendor Bridge in relation to the Services (collectively, “Modifications”), shall be the exclusive property of Vendor Bridge and shall be included in Our Content, and User shall not have, and shall not obtain any right, title or interest therein, notwithstanding that any such Modification may be related to, or developed further to, any feedback or input from any User including with respect to any suggestion, recommendation or information whatsoever received from any User. All rights of Vendor Bridge not specifically and expressly granted herein by Vendor Bridge are reserved by Vendor Bridge.
Notwithstanding any other provision of these Terms, we reserve the right to decline your request to use any of the Services for any reason and without notice to you.
We may discontinue, modify or replace any Site or Application or any of the other Services from time to time.
5. FEES, CHARGES, AND PAYMENT METHODS
Vendor Bridge charges a per-Item fee (as applicable) for our Services. For both the Vendor Bridge transaction processor and payment processing fees are assessed as percentage of the discounted face value of each ticket or other Item sold, plus an additional flat dollar amount per Item sold. Vendor Bridge’s per-Item fee for Item sales and per-Item refund processing fee for Item refunds, together with any other payment referred to as a “Fee” in these Terms, are collectively referred to as “Fees”. The Organizer determines whether the applicable Fees will be shown as fees or absorbed into the price of any Item. The Organizer and Patron is responsible to pay us the Fees (which Fees may be included in the price of any Item) and in addition, we are entitled to deduct any Fees from any of the Organizer’s or Patron’s booking or sales revenue as provided in these Terms.
All Fees and any other monies contemplated by these Terms are payable in Canadian Dollars, or in any foreign currency accepted by Vendor Bridge for Events, Items or Fees in another country or jurisdiction as shown on our Site.
5.2. VENDOR BRIDGE TRANSACTION PROCESSOR AND PAYMENT PROCESSOR
The Vendor Bridge transaction processor and payment processing provides for direct payment processing by Vendor Bridge of payments by Patrons for purchases of Items (including any amount associated with the payments) from registered Organizers. For use of the Vendor Bridge transaction processor, Organizers are assessed a transaction processing Fee payable to Vendor Bridge based on the package of Services to which the Organizer is subscribed and the associated Fee published on our website at www.vendorbridge.ca/pricing (as amended or modified from time to time), or as otherwise set forth in a written agreement between the Organizer and Vendor Bridge. Vendor Bridge may discontinue, modify or replace any package of Services offered, and in such case Vendor Bridge reserves the right to subscribe the Organizer to a new package of Services (subject to requirements of Sections 17) deemed to be of the closest fit (as determined by Vendor Bridge in its sole discretion, acting reasonably) and assess the associated published Fees.
For use of the Vendor Bridge payment processing, Organizers and Patrons are assessed a processing Fee payable to Vendor Bridge in an amount equal to 2.9% of the discounted face value of each Item sold, plus an additional $0.50 per Item sold, or as otherwise set forth in a written agreement between the Organizer and Vendor Bridge or the Patron and Vendor Bridge.
Such Fees are payable to Vendor Bridge on the date that the associated payment is collected through the Vendor Bridge transaction processor or otherwise paid by the Patron. Vendor Bridge agrees with registered Organizers that, through the Vendor Bridge transaction processor:
(i) Vendor Bridge will collect the payments for the Items (including any amount associated with
the payments) on behalf of the Organizer from the Patron;
(ii) Vendor Bridge will deduct from all amounts held on the Organizer’s behalf, applicable Fees due to Vendor Bridge as and when such Fees become due and any other amount then due to Vendor Bridge for any reason, and following such deduction, will pay the balance to the Organizer either via cheque delivered by mail at the address that the Organizer provides to us through the Site, or an electronic money transfer into the account authorized by the Organizer or the email address that the Organizer provides to us through the Site. The Organizer represents and warrants to Vendor Bridge that the mailing address and/or email address information provided to us is accurate and that the Organizer will update this information as necessary to maintain its accuracy; and
(iii) Vendor Bridge will use commercially reasonable efforts to submit payment for the balance due to the Organizer under clause (ii) above in respect of an Event within seven (7) business days after the date for the completion of the Event; provided that, Vendor Bridge reserves the right to withhold funds at any time as Vendor Bridge in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies. Without limiting Vendor Bridge’s right to withhold any funds for such period as it determines is necessary, this withholding will generally amount to approximately 10% of all sales, for possible refund purposes, to be returned after seven to 14 days after the Event. Vendor Bridge’s obligation to pay any amount to the Organizer is subject to Sections 5.3 to 5.7 inclusive and Section 6 of these Terms.
It is the Organizer’s responsibility to communicate its refund policy to Patrons. In the event of cancelled or postponed Events, the Organizer’s refund policy will be superseded by Vendor Bridge’s refund policy set forth in Section (5.3)(ii) of these Terms below. The Organizer will ensure that its refund policy is consistent with the terms and conditions of these Terms, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between the Organizer and the Patron, and Vendor Bridge will not be liable to the Organizer or to any Patron for any decision to issue or not issue refunds. Vendor Bridge will not be obligated or liable to any Patron in connection with any use of, or failure to use, the refund policy set forth in Section (5.3)(ii) of these Terms below.
Notwithstanding any other provision of these Terms, Vendor Bridge will not provide refunds of any amount on account of Fees, except in its discretion pursuant to Section 5.3(iii) of these Terms below If an Organizer desires to issue a refund for Fees to Patrons, or if an Organizer is required to issue a refund for Fees pursuant to Section 5.3(ii) of these Terms below, it is the Organizer’s sole responsibility to issue the payment on account of Fees directly to its Patrons or submit payment to Vendor Bridge of the amount on account of Fees prior to Vendor Bridge refunding that amount to such Patrons. Vendor Bridge charges a per-Item refund Fee for all refunds processed through our transaction processor or payment processor or otherwise hereunder equal to 5% of the original, non-discounted price of the applicable ticket or other Item (the “Refund Fee”).
Notwithstanding any other provision of these Terms, Vendor Bridge will not provide refunds of any Item which is Merchandise.
(i) Individual Refunds. If a Patron desires to request a refund (other than a refund for a Cancellation (as defined below)), the Patron must request the refund from the Organizer. If the Organizer desires to fulfill the request, the Organizer may utilize the Services or contact Vendor Bridge to process the refund, in which case the Refund Fee will apply. Vendor Bridge agrees with the Organizer that it will use commercially reasonable efforts to process refunds issued and requested to be issued by such Organizer in a timely manner after such Organizer authorizes the issuance of the refunds and provides to Vendor Bridge sufficient amounts, in immediately available funds (including amounts on account of Fees due or paid to Vendor Bridge), to process the refunds. Vendor Bridge will not provide individual refunds which have not been authorized and funded by the Organizer in accordance with this Section and will not refund Fees due or paid to Vendor Bridge.
(ii) Cancelled or Rescheduled Events. No payments will be made to an Organizer from Vendor Bridge with respect to any Item or Event that is cancelled, removed, discontinued, or otherwise not proceeding (or for which the Organizer otherwise authorizes a refund) (a “Cancellation”). In the event of a Cancellation, Vendor Bridge and the Organizer agree that Vendor Bridge will invoice the Organizer for an additional amount equal to all Fees (including the Refund Fee) due or paid to Vendor Bridge for such Items or Events (the “Fee Amount”), which invoice shall be due seven (7) days from the invoice date. Vendor Bridge agrees with the Organizer that it will thereafter process refunds to Patrons as follows: (a) upon payment of the Fee Amount in full and provided the Organizer’s balance held by Vendor Bridge following such payment (after deduction by Vendor Bridge of any amounts then owing to it by the Organizer) is available and sufficient to fund a full refund to Patrons, Vendor Bridge will, as soon as practicable, issue a full refund to Patrons; (b) upon payment of the Fee Amount in full but the Organizer’s balance held by Vendor Bridge following such payment (after deduction by Vendor Bridge of any amounts then owing to it by the Organizer) is not sufficient to fund a full refund to Patrons, Vendor Bridge will, as soon as practicable, issue a partial refund to Patrons to the extent the Organizer’s balance (net of deductions) is available to fund such partial refund; and (c) if the Organizer fails to pay the Fee Amount to Vendor Bridge when due, Vendor Bridge will, as soon as practicable (after deduction by Vendor Bridge of any amounts then owing to it by the Organizer), issue a partial refund to Patrons to the extent the Organizer’s balance (net of deductions) is available to fund such partial refund, and in each case Vendor Bridge will have no further liability or obligation to the Organizer or any Patron with respect to any such refund or any Cancellation. In no event will Vendor Bridge be obligated to utilize its own funds to fund any refund. If an Event is rescheduled, Vendor Bridge will use its sole discretion to determine whether it is considered a Cancellation and therefore subject to the refund policy described in this Section.
(iii) Notwithstanding Sections 5.3(i) and 5.3(ii), Organizers acknowledge and agree that, to protect its reputation and the integrity of the Site, Vendor Bridge will have the right (but not the obligation) to force or provide a refund to Patrons of any or all amounts paid for tickets or other Items (other than Merchandise) at any time for any reason or no reason, including, but not limited to, if Vendor Bridge receives complaints from a substantial number (as determined by Vendor Bridge in its sole discretion) of Patrons with respect to an Event or Items, or Vendor Bridge determines in its sole discretion that the Organizer has engaged in any fraudulent activity with respect to, or made any misrepresentations to, any Patron or Vendor Bridge in respect of any Item or Event. Such refund may include an amount on account of Fees as determined by Vendor Bridge in its discretion. Vendor Bridge will have no liability whatsoever to an Organizer in connection with or arising from any such decision to force or provide refunds, and the Organizer will promptly reimburse Vendor Bridge for any amount refunded by Vendor Bridge on account of Fees and promptly pay to Vendor Bridge the Refund Fee. Vendor Bridge will have no liability whatsoever to any Patron in connection with any decision to, or not to, for or provide refunds under this Section.
5.4. CREDIT CARD CHARGEBACKS
Any credit card chargebacks initiated by a Patron for any reason with respect to an Item or Event will be charged back to the Organizer. Vendor Bridge in its sole discretion will either (i) deduct such costs from such Organizer’s outstanding balance, whether for that particular Event or for any other Event that such Organizer lists through the Services; or (ii) send an invoice to such Organizer for such costs to the extent such balance is insufficient to cover such costs. If payment for such invoice is not received by Vendor Bridge within thirty (30) days after the invoice date, Vendor Bridge reserves the right, at Vendor Bridge’ sole discretion, to terminate these Terms as between Vendor Bridge and such Organizer. All communications and disputes regarding chargebacks are between the Organizer and Patron, and Vendor Bridge will not be responsible or liable in any way to Organizers or Patrons for credit card chargebacks.
Upon receipt of a credit card authorization from each individual purchaser, Vendor Bridge generates a confirmation message and issues a unique confirmation number. Each Organizer agrees, with respect to its Events, to unconditionally accept, honor, and fulfill all ticketing and other commitments that have been confirmed by Vendor Bridge through the Services with respect to any such Event (and not returned or voided), and it is such Organizer’s responsibility to verify the applicable Patron’s membership status, confirmation number and/or any restrictions prior to the any admission or delivery. If we learn that the Organizer is not honouring our commitments, we reserve the right, in our sole discretion, to terminate these Terms as between Vendor Bridge and such Organizer.
5.6. OVER-SALE CHARGES
Organizer is solely responsible for setting the number of Items available for purchase for each event. Organizer will manually enter booth types, booth quantities and booth prices on the Vendor Bridge client back-end for each individual Event. Organizer represents, warrants and covenants that the number of booths or other Admission Items for sale with respect to each Event is within the legal fire regulations and venue capacity limitations as set forth by the applicable municipal, provincial or federal authority or by applicable law. If over sales of tickets or other Admission Items occur (for example, selling booths in excess of the venue capacity), Organizer agrees that it will refund the full ticket or other Admission Item price, plus any and all related Service Fees, to the purchaser holding any such affected and unused tickets or other Admission Items pursuant to Section 5.6. Organizer further agrees that Organizer will pay Vendor Bridge for the full refunded Service Fees for such Booths that are refunded under this Section 5.6. If the Organizer requests Vendor Bridge to process the refund, the refund will be processed by Vendor Bridge in accordance with Section 5.3(i).
5.7. OVERDUE AMOUNTS
In the event the Organizer or Patron does not pay to Vendor Bridge any amount required to paid by it under these Terms on the date such amount is due (or if no due date is expressed, upon demand by Vendor Bridge), Vendor Bridge will be entitled to recover from the Organizer or Patron, in addition to any amounts otherwise owing, its reasonable costs of collection, including, but not limited to, collection agency fees, reasonable attorneys’ fees, and court costs. Any amounts not paid by the Organizer or Patron to Vendor Bridge when due shall thereafter bear interest, both before and after judgment, at an annual rate equal to the prime rate of the Royal Bank of Canada, Main Branch, Calgary, AB., plus 3%. Notwithstanding any other provisions of these Terms, Vendor Bridge may set off any funds it holds on behalf of Organizer or Patron against any amounts due to Vendor Bridge, under these Terms.
6. TAXES; WITHHOLDING
The Organizer or Patron is responsible for (and will indemnify and hold harmless Vendor Bridge from and against) all taxes or other governmental charges in connection with the provision of the Services including, but not limited to, the provision of the actual Services, any sales of any Item or otherwise in connection with any Event (excepting taxes based on Vendor Bridge’s net income) including, but not limited to, any GST, PST, HST or amusement tax. It is the Organizer’s or Patron’s responsibility to know if any applicable laws apply to it or the Event or any purchase or sale in respect thereof and to adjust the applicable price accordingly to account for payment of these taxes or other governmental charges. An Organizer or Patron may present its prices as inclusive or exclusive of such taxes or other governmental charges in accordance with applicable law.
If Vendor Bridge determines that it is required to collect, remit or pay any such taxes or other charges in connection with the provision of the Services including, but not limited to, the actual provision of the Services or any sales of any Item or in connection with any Event, it may deduct such amounts from any amount payable to the Organizer or Patron under these Terms or invoice the Organizer or Patron for such taxes or other charges, which invoice will be payable thirty (30) days after the invoice date. Vendor Bridge reserves the right to withhold the payment of any amounts payable to the Organizer or Patron hereunder if Vendor Bridge suspects or determines that such amounts have been generated in (i) a fraudulent manner or in a manner involving misrepresentation, (ii) breach of these Terms, or (iii) violation of any federal, provincial, or local laws, or any applicable foreign laws.
7. ITEM RESTRICTIONS
Organizer and Patron will accurately and truthfully describe all Items and Events when such Items and Events are submitted to Vendor Bridge to be posted on the Vendor Bridge Website, and without limiting the generality of the foregoing, will ensure that it provides to Vendor Bridge a description any restrictions associated with any such Item or Event including any restriction for admission or usage. Organizer and Patron will also ensure that such restriction is lawful and does not violate any federal, provincial, or local laws, or any applicable foreign laws, prior to submitting the Item or Event to Vendor Bridge. If Vendor Bridge determines, in its sole discretion, that Organizer or Patron misrepresented any Item or Event to Vendor Bridge or any Organizer or Patron, or engaged in any fraudulent activity with respect to any Item or Event, Vendor Bridge may immediately remove any such Items or Events from the Vendor Bridge Website without notice to Organizer and may issue a refund for such Items (other than Merchandise) pursuant to Section 5.3(iii) in addition to any applicable termination or other rights it may have pursuant to this Agreement.
You understand and agree that the Site and the Services may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our reasonable control or which are not reasonably foreseeable by us, such as acts of government, the malicious or criminal acts of third parties or the provision of necessary infrastructure to us including, but not limited to, internet services. Vendor Bridge will not be liable to any Organizer or any Patron for any damages, losses, liabilities, costs or expenses arising in connection with the Site or the Services being inaccessible or inoperable.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS
Each Organizer and Patron represents, warrants covenants the following on a continuous basis:
(i) it is an organizer, producer, promoter, presenter, owner or manager of each Event in respect
of which it uses the Services or it is a ticket holder, vendor, business owner, foodtruck
operator or purchaser;
(ii) it has the authority and right to offer, sell, and honour the booth spaces and other Items listed on our Site as well as to provide lawful admission to any Event relating to any such Items listed on our Site and any venue associated with such Event; and
(iii) its account itself and any material or content provided by such Organizer or Patron to us for use on our Site or in connection with the Services are not (and do not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, does not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law, and does not constitute a violation of any federal, provincial, or local laws or any applicable foreign laws.
Each Patron and Organizer acknowledges and agrees that Vendor Bridge will not be responsible for any Liability or Claim (as such terms are defined in these Terms below) arising in respect of any Merchandise offered or sold through the Services (any of the foregoing, a “Merchandise Liability or Claim”) including any failure of Organizer or Patron to ship or deliver, or receive or accept any return of, Merchandise, any express or implied condition or warranty relating to any Merchandise including pursuant to the Sale of Goods Act (Alberta) or otherwise, any term or condition of any sale agreement, or agreement to sell, Merchandise, and the manufacture, distribution, marketing, sale or use of Merchandise. Organizer and Patron will be responsible to ship and deliver, and accept all returns of, Merchandise and to communicate with Organizer or Patrons directly regarding any Merchandise Liability or Claim. All Organizers and Patrons agree that it will indemnify and save Vendor Bridge harmless from and against, any Merchandise Liability or Claim arising in respect of any Merchandise offered or sold in respect of such Organizer’s Events or Patrons online profile otherwise by such Organizer or Patron.
Vendor Bridge determines, in its sole discretion, that Organizer or Patron breached any provision of this Section 9, Vendor Bridge may immediately remove any such Items or Events from the Vendor Bridge Website without notice to Organizer or Patron in addition to any applicable termination or other rights it may have pursuant to this Agreement; For the purposes of these Terms, “intellectual property“ means intellectual property of whatever nature and kind, including, all trademarks, service marks, domain names, logos, patents, trade secrets, industrial designs and copyrights, whether registered or unregistered, and all works, materials, deliverables, inventions, processes, techniques, know-how, research and technical data, studies, instructions, guides, manuals, designs, market intelligence, reports, software and documentation and any and all rights for the registration or legal protection of the foregoing.
All Items and Events must be accurately and truthfully described by the Organizer and Patron when it submits such Items and Events to Vendor Bridge to be posted on the Site. If we determine, in our sole discretion, that an Organizer or Patron has misrepresented any Item or Event to us or any Organizer or Patron, or engaged in any fraudulent activity with respect to any Item or Event, we may remove any such Items or Events and may issue a refund to Organizer or Patrons pursuant to Section 2.3(iii) of these Terms, and, in addition, we may terminate these Terms as between us and such Organizer or Patron.
11. TECHNICAL SUPPORT
Vendor Bridge agrees with each Organizer and Patron that it will provide technical and other customer support to such Organizer or Patron by which it can obtain technical assistance in dealing with any difficulties which may arise in connection with its use of our Site or the Applications. Organizers can access support at support@VendorBridge.ca. We attempt to provide such support in a timely manner, but make no guarantees that we will respond to any Organizer’s or Patron’s inquiry by a particular time or if at all.
12. CONFIDENTIALITY AND NON-DISCLOSURE
Each Organizer and Patron understands and acknowledges that Vendor Bridge is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively “Confidential Information”) and acknowledges that the services which we perform involve the furnishing of Confidential Information to Organizers and Patrons including, but not limited to:
(i) customer names, mailing addresses, and other personally-identifiable information;
(iii) market demographics;
(iv) pricing; and
(v) business strategy, and that the goodwill and competitive position of Vendor Bridge depend, in part, upon such Organizer or Patron keeping such Confidential Information confidential and not using such Confidential Information for any purpose other than in connection with planning and holding Events and sales of related Items (the “Permitted Purpose”). Each Organizer and/or Patron agrees to use its best efforts to protect our Confidential Information and to implement security measures to keep such Confidential Information confidential, to use such Confidential Information only for the Permitted Purpose and for no other purpose, and to not provide such Confidential Information to any individual or other person except to its directors, officers, employees, consultants and agents who have a need to know such Confidential Information for the Permitted Purpose. Except pursuant to court order or our prior written consent (which consent may be unreasonably withheld), each Organizer and Patron agrees that it will not, and will cause each of its representatives who receive Confidential Information to not, disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by us. If an Organizer or Patron is requested or required to disclose Confidential Information pursuant to legal proceedings, it will promptly notify us so that we may prepare a response to such legal proceedings and such Organizer or Patron will cooperate with our efforts to obtain a suitable protective order.
Each Organizer and Patron agrees that it will not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of our customers (including, but not limited to, any Patron or Organizer such first Organizer or first Patron interacts with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying our customers’ relationships with us.
Each Organizer will use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns in connection with its Events.
(A) TERMINATION BY VENDOR BRIDGE
As between Vendor Bridge and any User, Vendor Bridge may terminate these Terms at any time on notice to such User (a) due to such User’s violation or breach of these Terms; (b) due to such User’s misuse or abuse of the Services (including, but not limited to, the use of any objectionable or unlawful content in Vendor Bridge’ sole discretion); or (c) if allowing such User to use, or continue to use, the Services would result in the violation of any federal, provincial, or local laws, or any applicable foreign laws.
(B) TERMINATION ON NOTICE
Vendor Bridge may terminate these Terms in respect of any User, and any User may terminate these terms in respect of Vendor Bridge, at any time upon notice by the terminating party to such other party.
(C) EFFECT OF TERMINATION
Upon any termination of these Terms between Vendor Bridge and any User pursuant to Section 12(A) or (B) or pursuant to any other provision of these Terms, Vendor Bridge will cease providing any Services, or access to any Services, to the User in respect of which the termination occurred, including, but not limited to, in the case of termination between Vendor Bridge and an Organizer, removing all of Events and Items of such Organizer from our Site. Any such termination of these Terms will be without liability or obligation to Vendor Bridge whatsoever, other than any obligation of Vendor Bridge to an Organizer to pay any amounts then owing to such Organizer (net of Fees) in respect of sales of booth spaces or other Items pursuant to these Terms. No termination of these Terms in respect of a User, will require notice to any other User. In the event these Terms terminate between Vendor Bridge and any User, these Terms will continue in full force and effect between Vendor Bridge and all other Users.
All terms and conditions of these Terms which by their nature should survive any termination of these Terms between Vendor Bridge and any User, including, but not limited to, obligations to pay any amount, obligations to indemnify, limitations or disclaimers of liability, non-solicitation obligations, provisions relating to governing law and attornment to jurisdiction, and provisions relating to protection or licensing of intellectual property and confidentiality provisions, will survive any such Termination as between Vendor Bridge and such User.
Each Organizer and Patron may provide images, event descriptions, Merchandise descriptions, and other information or content, which may include its registered and common law trademarks, (collectively, “Organizer’s and Patron’s Content”) to be used by Vendor Bridge in connection with the Services. Each Organizer and Patron hereby grants to Vendor Bridge a non-exclusive, royalty-free, worldwide, assignable, sub-licensable right and license to use, store, display, reproduce, modify, create derivative works, perform and distribute its Organizer’s and Patron’s Content for the sole purpose of providing the Services to such Organizer or Patron.
In addition, each Organizer and Patron grants to us a non-exclusive, royalty-free, worldwide, assignable, sub-licensable right and license to reproduce and use its individual, company or organizational name, logos and trademarks (and to authorize our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including, but not limited to, print and Internet), whether now or hereafter existing, for the purpose of referring to such Organizer or Patron as a Vendor Bridge customer and/or describing our services to such Organizer or Patron. We will not make any representations on behalf of any such Organizer’s or Patron’s business.
Vendor Bridge may, in its sole discretion, amend, modify or amend and restate, any of the terms or conditions of these Terms (or any policy, agreement or other document incorporated by reference in these Terms) at any time (“Amendments”). Amendments will be posted to the Site with a change to the updated date at the top of these Terms. Amendments will be effective upon the earlier of seven (7) days from the posting of the Amendment to the Site or the day on which we provide you notice of the Amendment. It is your responsibility to check for Amendments periodically. Your continued use of, and/or access to, the Services following the effectiveness of any Amendments constitutes your express agreement to, and consent to be bound by, such Amendments, which Amendments will have the same force and effect as a written contract executed and delivered between you and us. If you do not agree to any Amendments, you will cease using the Services. Other than as set forth in this Section, these Terms may only be amended, modified or amended and restated through a written agreement entered into by you and us.
18. INDEMNIFICATION AND LIMITATIONS
You agree to defend, indemnify and hold Vendor Bridge, 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 all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses whatsoever (including, but not limited to, 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”) due to or arising out of: (i) your improper use of the Services or misuse or abuse of the Services (including but not limited to, if you are an Organizer, the use by such Organizer of any objectionable or unlawful content in relation to any Item or Event); (ii) your breach of these Terms; (iii) if you are an Organizer or Patron, any Item, Event or the provision of Services by Vendor Bridge with respect thereto; (iv) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; and (v) any other matter for which you have expressly agreed to indemnify Vendor Bridge pursuant to these Terms. This indemnification will not apply to the extent that the Claim arises solely out of Vendor Bridge’ gross negligence or willful misconduct. Vendor Bridge will provide notice to you of any such Claim, provided that the failure or delay by Vendor Bridge in providing such notice will not limit your obligations.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VENDOR BRIDGE HEREBY 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.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, VENDOR BRIDGE, 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, WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR ANY OTHER SUBJECT MATTER FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VENDOR BRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) ANY OF YOUR CONTENT OR ANY CONTENT OF ANY PATRON OR OTHER USER OF THE SERVICES, OR (IV) ANY MATTERS BEYOND VENDOR BRIDGE’ REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF VENDOR BRIDGE TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS, THE MAXIMUM AGGREGATE LIABILITY OF VENDOR BRIDGE, ITS PAYMENT PROCESSING PARTNERS, AND LICENSORS FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, WILL BE LIMITED TO THE GREATER OF (X) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, THE FEES (NET OF VENDOR BRIDGE PROCESSING FEES) THAT SUCH ORGANIZERS PAID US IN THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (Y), ONE HUNDRED CAD. DOLLARS (CAD$100.00).
Users acknowledge that Organizers and Patrons may receive Personal Data related to their Events or Online Profile, from Vendor Bridge through the provision and use of the Services, and that Vendor Bridge will not be liable for the use of Personal Data by Organizers or Patrons.
Each Organizer and Patron agrees that it shall comply at all times with all applicable privacy laws, and, without limiting the foregoing, shall:
(i) only collect, use and disclose Personal Data as necessary to meet its duties and obligations
pursuant to this Agreement and for purposes authorized by applicable privacy laws;
(ii) make reasonable efforts to keep all Personal Data strictly confidential;
(iii) implement administrative, physical and technical safeguards to prevent the improper use, disclosure or modification of Personal Data that it receives, maintains or transmits from Vendor Bridge;
(iv) respond to requests to access, amend or correct Personal Data as soon as is reasonably practicable with consideration to the statutory time requirements referenced in applicable privacy laws;
(v) immediately report any improper use or disclosure of Personal Data to Vendor Bridge and any applicable statutory or regulatory authority;
(vii) ensure that any third party to whom it provides any Personal Data agrees in writing to the same conditions and restrictions that apply to Organizer and Patrons as described in this Section; and
(viii) absent consent from affected individuals, immediately return to destroy all Personal Data related to this Agreement within five (5) Business Days of the termination of this Agreement and retain no such Personal Data in any form whatsoever.
Each Organizer and Patron further acknowledges and agrees that, upon a request of a given Patron or as otherwise permitted this Agreement, Vendor Bridge is authorized at its discretion to delete or anonymize the Personal Data of a requesting Patron from the Services, at which time it will no longer be available to Organizer through the Services or will no longer be linked to an identifiable Patron through the Services. However, such Patron Information may still be available in the Organizer’s own databases if transmitted prior to Vendor Bridge receiving the underlying request.
19.3. PAYMENT DATA
Vendor Bridge will not share any Payment Data with an Organizer or Patron. “Payment Data” means any full credit card number or other full payment account number and the related expiration date and security code entered by an Organizer or Patron on the Services in order to purchase an Item related to Events or any other comparable transaction, so long as such information is entered in the fields under “Payment” on the order payment page. Note that if a Patron or Organizer enters such information in other areas of the Services or otherwise provides it to another entity, it may not be encrypted and may be automatically shared with the applicable Organizer or Patron. As such, Patrons and Organizers should ensure they enter such information only under “Payment” on the order payment page.
20. EMAIL/TEXTING TOOLS
If you are an Organizer or Patron, Vendor Bridge may make available to you features and tools, whether provided by Vendor Bridge directly or through a link to a third party provider, that allow you to contact other Users of the Services or third parties via email (the “Email/Texting Tools”). In the event that you use these Email/Texting Tools, you represent, warrant and agree that:
(i) you have all right and authority necessary to send emails to the addresses on your recipient
list, including without limitation, that such addresses were gathered on an opt-in basis in any
jurisdiction where that is required by applicable provincial, federal or other law, rule or
recipient emails were gathered and which was disclosed to recipients at the time of
(ii) your use of the Email/Texting Tools is in compliance with all applicable local, state, provincial, federal and other laws, rules and regulations, including those relating to spam and email;
(iii) your use of the Email/Texting Tools will be solely to advertise, promote and/or manage a bona fide Event that you have listed on the Services;
(iv) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email/Texting Tools;
(v) you will identify the email or text message as an advertisement or commercial in nature;
(vi) you will not hide, disable, remove, or attempt to hide, disable or remove any unsubscribe link that Vendor Bridge or any third-party service provider includes on any email; and
(vii) you will not email or text any person that you know or have reason to know has opted out of receiving emails or texts from you.
If you fail to abide by any of the foregoing, if your use of the Email/Texting Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails or texts are found to cause disruption to the Services, Vendor Bridge may, among other actions provided for in these Terms, limit or suspend your access to the Email/Texting Tools.
21. ACCOUNT, PASSWORD AND SECURITY
As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by sub-users registered under your account. You agree to immediately notify Vendor Bridge of any unauthorized use of your password or account or any other breach of security.
You must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any event, you may not use the Services if you are under the age of fifteen (15).
You understand that you are liable for all content including Your Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree not to use the Services to:
(i) upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(ii) harm minors in any way;
(iii) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize;
(iv) impersonate any person or entity, including, but not limited to, a Vendor Bridge representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
(vi) upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(vii) upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;
(viii) upload, post, email, transmit or otherwise make available any content related to the sale or provision of goods and services other than the sale or provision of booth prices and registrations to bona fide Events listed on the Services and other goods and services being sold or provided in conjunction with such Events;
(ix) upload, post, email, transmit or otherwise make available any content that contains viruses or any other computer code, files or programmes that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by these Terms;
(x) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(xi) attempt to probe, scan or test the vulnerability of any Vendor Bridge server or network or breach any security or authentication measures, unless you are an authorized contractor of Vendor Bridge specifically engaged to provide such services;
(xii) attempt to avoid or circumvent any technological measure implemented by Vendor Bridge to protect the Services or content on the Services, including without limitation, encryption technology used to protect sensitive personal information;
(xiii) solicit any User to use a third party service that competes with Vendor Bridge;
(xiv) advertise your Event but complete sales independent of the Services in order to circumvent the obligation to pay Fees related to the Services;
(xv) intentionally or unintentionally violate any applicable provincial, federal or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets or booth spaces;
(xvi) resell booth spaces, tickets, or other Admission Item;
(xvii) collect credit card number, expiration date or CSC code or any other credit card information other than in the appropriate fields providing for Item payment on order payment pages utilized in connection with the Services;
(xviii) collect social security or insurance number, financial account number, drivers’ licence number, health information or other sensitive information required to be secured under applicable provincial, federal or other law, rule or regulation or for which disclosure is required in case of a data breach without first obtaining Vendor Bridge’s prior written consent; or
(xix) stalk or otherwise harass any person or entity.
23. ADDITIONAL SERVICES
If you are an Organizer, Vendor Bridge may, upon request, and for such fees as Vendor Bridge may establish from time to time in its sole discretion, provide additional services to Organizers beyond the basic functionality of the Site and Applications, including without limitation, marketing and promotion services. All such additional services, whether provided prior to, during or following your Event, shall be deemed a part of the Services and subject to all the terms and conditions of these Terms. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of Vendor Bridge, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Vendor Bridge has no control over such websites and resources, you acknowledge and agree that Vendor Bridge 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, products, services 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 Vendor Bridge partners or third party service providers.
As part of the Services you may be able to link an account you have with a third party service, such as a social media website. By linking such third party account, you agree that Vendor Bridge may access, make available to and store any content that you have provided to and stored in such third party account so that it is available on or through the Services. Such content may include personally identifiable information.
Vendor Bridge may give any notice to you regarding the matters contemplated by these Terms in writing by mail, personal delivery, courier or e-mail and addressed to you at the address contained in Vendor Bridge’s records. Vendor Bridge may also give such notices to you through the Services.
Notices from you to Vendor Bridge regarding the matters contemplated by these Terms will be given to Vendor Bridge, Attn. Customer Service, by mail, personal delivery, courier or e-mail at the address of Vendor Bridge’ head office in Calgary, Alberta as described in these Terms under Section 1 above.
Any notice is deemed to be given and received (i) if sent by mail, personal delivery or courier, on the date of delivery if it is a business day in Calgary, Alberta (“Business Day”) and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by e-mail, at the time of confirmation of transmission if it is a Business Day and the transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day, or (iii) if given by Vendor Bridge through the Services, at the time of such notice is transmitted through the Services if it is a Business Day and the transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day. A party hereto may change its address for service from time to time by providing a notice in accordance with the foregoing.
26. INDEPENDENT CONTRACTOR
These Terms does not constitute and will not be construed as constituting a partnership, joint venture, principal/agency relationship or employer/employee relationship between any party hereto. Each Organizer and Patron and Vendor Bridge will at all times remain independent contractors of each other, and neither such party will represent itself to be an agent or employee of the other. Each Organizer and Patron will pay all wages, salaries and other amounts due to its respective employees and will be responsible for all obligations respecting such employees relating to income tax withholdings, employment insurance premiums, worker’s compensation, health care and pension plan contributions and other similar responsibilities.
27. GOVERNING LAW, JURISDICTION
These Terms will be governed by, and interpreted and enforced in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Vendor Bridge and each User irrevocably attorns and submits to the exclusive jurisdiction of the Alberta courts situated in Calgary, Alberta and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
28. RULES OF CONSTRUCTION
Vendor Bridge and each User waives the application of any law or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document.
If any provision of these Terms is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from these Terms and the remaining provisions will remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, these Terms will be modified so as to effect the original intent of these Terms as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
30. ENTIRE AGREEMENT
These Terms constitutes the entire agreement between each party hereto with respect to the provision and use of the Services and all other transactions contemplated by these Terms and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of these Terms, except as specifically set forth in these Terms.
Notwithstanding the foregoing, each User acknowledges that Vendor Bridge may, instead of providing Services pursuant to these Terms, provide Services to organizers, producers, promoters, presenters, owners and managers of Events pursuant to a Client Service and Ticketing Agreement between Vendor Bridge and such organizer, producer, promoter, presenter, owner or manager of an Event, which agreement may provide for different fees to be paid to Vendor Bridge from those set out in these Terms and may provide for additional Services to be provided, as well as other terms and conditions which may be different from or in addition to those set out in these Terms. In such event, each User agrees that neither Vendor Bridge nor any such organizer, producer, promoter, presenter, owner or manager shall have any obligation to provide a copy of any such Client Service and Ticketing Agreement to such User; that each such organizer, producer, promoter, presenter, owner or manager shall be deemed to be an “Organizer” for the purposes of these Terms, and that all provisions contained in these Terms that are applicable to Patrons, shall remain in full force and effect with respect to any services provided by Vendor Bridge pursuant to such a Client Service and Ticketing Agreement. Under no circumstances shall any Patron acquire any rights as against Vendor Bridge or any Organizer that it would not otherwise have had pursuant to these Terms.