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Showpass Terms of Service

THIS TERMS OF SERVICE ("Agreement") is made by and between Up In Code, Inc., a Alberta corporation, with a principal place of business at Unit 210 1212 1 ST SE Calgary, AB T2P 0M9 ("Company," "Up In Code," "We," "Us," “Showpass,” or "Our" ), and you, a person, organization or other entity (an "EVA," or "You" “The Venue,” “Venue,” or "Your"). Showpass is in the business of providing reservations, tickets, memberships, certificates, admissions, and/or confirmations that allow the ticket holder or purchaser (each, a "Patron") attendance at, access to, or participation in, events, venues and other activities including marketplace purchases, incident reports, waitlists or reservations (each, an "Event" or “item”). You, as an Venue Owner, are authorized to provide access to such Venues. The parties, intending to be legally bound, hereby agree as follows:

BY CLICKING THE "LOGIN or SIGN UP" BUTTON, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THE PRIVACY POLICY, EACH HEREBY INCORPORATED BY REFERENCE, AND EXPRESSLY AGREE TO, AND CONSENT TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED THEREIN. THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN AND SIGNED DOCUMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, WE WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU WILL BE UNABLE TO ACCESS THE APP.SHOWPASS.ME WEBSITE (THE "SITE") AND THE SERVICES THAT IT OFFERS. WE RESERVE THE RIGHT TO DECLINE YOUR REQUEST FOR SERVICES FOR ANY REASON AND WITHOUT NOTICE.

1. OUR SERVICES AND RESPONSIBILITIES

Showpass shall provide the following services ("Services") under this Agreement: (i) display and list Your Venue, Reservation form, Marketplace, and Events on Showpass’s website, located at the following world wide web address: http://www.myshowpass.com; (ii) accept and process on-line orders for tickets to Your Event, virtual waitlist entries, reservations for your venue, and processing option described in Section 2.1 below, process all credit card and other payments to said Venue on Your behalf; and (iii) provide an accounting to You of Our fees and charges for each ticket sold by Us. (iiii) provide a platform to provide distribution of ticket sales through your own agents and/or employees inclusive of tracking and processing ticket transactions, reservations, and other actions taking place on the website

2. FEES, CHARGES, AND PAYMENT METHODS

2.1 OVERVIEW

Payment processing when using the Services (2) "Full Service", which requires the use of the Gateway for the collection of event registration fees. For tickets sold using Full Service option, payments will be made to You by Showpass, in each case as described more fully below.

Regardless of payment method You choose, Showpass charges a per-ticket fee for Our Services. If You have elected Full Service, Showpass charges an refund processing fee for ticket sales and refunds, respectively, processed by Us through the Gateway, as more fully described in Section 2.2 below (collectively, "Fees"). We will deduct you for all applicable Fees from Your booking revenue as stated in this Agreement and in Our pricing policy, which can be found at www.Showpass.me/pricing and is incorporated by reference herein, and which may change periodically (thus, You should check this link periodically to familiarize Yourself with our current Fee schedule).

All Fees and any other monies contemplated by this Agreement are payable in Canadian Dollars, or in any foreign currency accepted by Showpass for Events, marketplace items, or service fees in an another country or jurisdiction, as shown on our Site.

2.2 FULL SERVICE.

(A) GATEWAY; PAYMENT PROCESS.

When You elect to use the Gateway for the collection of fees, payment processing occurs directly by Showpass, and EVAs are assessed a processing fee equal to 5% of the discounted face value of the tickets (i) Showpass will collect all fees on behalf of You from the Patron (ii) Showpass will make all payments to You (price minus applicable Fees due to Showpass, including any prior balance due to Showpass for any reason) either via check delivered by mail at the address that You provide on the Site, or, for EVA's utilizing the ACH/EFT Direct Deposit function, by Direct Deposit into the account you authorize. You represent, warrant and covenant that the mailing address and/or checking account information provided to Us is accurate and You will update this information as necessary to maintain its accuracy; and (iii) Showpass will use commercially reasonable efforts to submit payment for the balance due to You within three (7) business days after the date for the payments correspond, provided that Showpass reserves the right to withhold funds at any time as Showpass 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. This withholding will generally amount to ~10% of all sales, for possible refund purposes, to be returned after 7-14 days after the event.

(B) REFUNDS.

It is Your responsibility to communicate Your refund policy to Patrons. In the event of canceled or postponed Events, Your refund policy is superseded by Showpass’s refund policy as described in Subsection (B)(ii) below.You shall ensure that its refund policy is consistent with the terms of this Agreement, 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 EVA and the Patron, and Showpass will not be liable for any decision to issue or not issue refunds in the course of the use of the Full Service option.

SHOWPASS DOES NOT PROVIDE REFUNDS OF ANY SHOWPASS FEES. IF YOU WANT TO ISSUE A REFUND FOR SHOWPASS FEES TO PATRONS, OF IF YOU ARE REQUIRED TO ISSUE A REFUND FOR SHOWPASS FEES PURSUANT TO SUBSECTION (B)(ii) BELOW, IT IS YOUR SOLE RESPONSIBILITY TO ISSUE A PAYMENT DIRECTLY TO YOUR PATRONS OR SUBMIT PAYMENT FOR SUCH FEES TO SHOWPASS PRIOR TO SHOWPASS REFUNDING THE FEES. SHOWPASS ALSO CHARGES A REFUND FEE FOR REFUNDS PROCESSED THROUGH OUR GATEWAY, EQUAL TO 5% OF THE DISCOUNTED FACE VALUE OF THE PAYMENT.

(i) Individual Refunds. If a Patron desires to request a refund, the Patron must request the refund from the Venue. If the Venue desires to fulfill the request, EVA can utilize the Services or contact Showpass to process the refund. Showpass will use commercially reasonable efforts to process refunds issued and requested to be issued by the Venue in a timely manner after the Venue authorizes the issuance of the refunds. Showpass has no responsibility to provide individual refunds which have not been authorized by the Venue in accordance with this provision. In addition, Showpass will NOT issue any refund to a Patron unless and until sufficient funds for the refund have been received from the Venue.

(ii) Canceled or Rescheduled Events or Items. No payments shall be made to an Venue from Showpass with respect to any item that is cancelled, removed, discontinues, or otherwise null (or for which the EVA otherwise authorizes a refund). If an Item or Event is canceled, a refund shall be issued to Patrons. The Venue will be sent an invoice for all Fees due to Showpass for such Item(s) or Events. Upon payment of all such Fees, Showpass will issue a full refund to Patrons. If The Venue fails to submit payment to Showpass for its Fees in a timely manner, Showpass will process refunds for the canceled Items or Events less all applicable Fees and the Venue shall thereafter be required to refund the Fees directly to Patrons and Showpass shall have no further liability or obligation. If an event is rescheduled, Showpass 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 the foregoing, You acknowledge and agree that, to protect its reputation and the integrity of the Site, Showpass shall have the right (but not the obligation) to force or provide a refund to Patrons of any or all amounts paid for tickets at any time for any reason or no reason, including without limitation if Showpass receives complaints from a substantial number (as determined by Showpass in its sole discretion) of Patrons with respect to an Venue or the applicable Event or Items, or Showpass determines in its sole discretion that the Venue has engaged in any fraudulent activity or made any misrepresentations. Showpass shall have no liability whatsoever to a Venue in connection with or arising from any such decision to force or provide refunds.

(C) CREDIT CARD CHARGEBACKS.

Any credit card chargebacks initiated by a Patron for any reason with respect to an Event shall be charged back to the Venue. Showpass in its sole discretion shall either (i) deduct these costs from such Venue’s outstanding balance, whether for that particular Event or for any other Event that such EVA lists through the Services; or (ii) send an invoice to such Venue’s for such costs if no balance exists. If payment for such invoice is not received by Showpass within thirty (30) days after the invoice date, Showpass reserves the right, at Showpass's sole discretion, to terminate such Venue’s registration for the Services and to cancel all other Events listed by such Member as provided herein. Showpass shall have no liability whatsoever for any damages, claims or losses incurred by an EVA in connection with any such termination or cancellation. All communications and disputes regarding chargebacks are between the Member and Patron, and Showpass will not be responsible or liable in any way for chargebacks issued in the course of the use of the Full Service option.

(D) CONFIRMATION.

Upon receipt of a credit card authorization from each individual purchaser, Showpass generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by Showpass through the Services (and not returned or voided), and it is your responsibility to verify the applicable Patron's membership status, confirmation number and/or any restrictions prior to the any admission. If We learn that You are not honoring Our commitments, we reserve the right, in our sole discretion, to terminate Your account without liability or further obligation.

2.4 COLLECTION COSTS.

In the event that You do not pay to Showpass upon request any amount required to paid by You under this Agreement, Showpass shall be entitled to recover from You, in addition to any amounts otherwise owing, its reasonable costs of collection, including, without limitation, collection agency fees, reasonable attorneys' fees, and court costs.

3. TAXES; WITHHOLDING.

You are responsible for (and will indemnify and hold harmless Showpass against) all taxes or other governmental charges associated with Your sale (excepting taxes based on Showpass's net income). For example, some states may charge an amusement or other tax on certain items. It is Your responsibility to know if any applicable laws apply to You and to adjust the price accordingly to account for Your payment of these taxes.

If Showpass determines that is required to collect or pay any such taxes or other charges, it may deduct such amounts from any balance payable to You under this Agreement or else invoice You for such taxes or other charges. Showpass reserves the right to withhold the payment of any amounts owed to You hereunder if Showpass suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Agreement or the TOS, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by Showpass).

4. ITEM RESTRICTIONS

When submitting Your Items (Marketplace Items, Tickets, Add-ons) to Showpass to be listed on Our service, it is Your responsibility to provide to Us any restrictions associated with said Item . Any Item that requires a restriction for admission, usage, including, but not limited to, age, school or organizational affiliation, or other characteristics or requirements, must be clearly stated by You upon submission to Us. It is Your responsibility to ensure that said restriction is lawful and does not violate any federal, provincial, or local laws, or any applicable foreign laws, prior to submitting the Item to Us. It is also Your responsibility to verify that all customers can be Processed.

5. ACCESS

You understand and agree that the Site 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 acts of government or the malicious or criminal acts of third parties.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant the following: (i) You are a producer, promoter, presenter, or manager of the Venue or Event ; (ii) You have the authority and right to offer, sell, and honor the tickets and items as well as represent admission Our website; (iii) the Account itself and any material or content provided by You to Us for use on Our website is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, and do 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 (iv) does not constitute a violation of any federal, provincial, and/or local law.

7. MISREPRESENTATION

All items must be accurately and truthfully described when an You submit Items to Showpass to be posted on the Site. If We discover and determine, in Our sole discretion, that You misrepresented the Event, We will remove items and may issue a refund to customers (net of any Fees) as provided in this Agreement. If We determine that You repeatedly engage in the conduct described in this paragraph, Your account will be terminated and any other Items submitted by You will be cancelled pursuant to this Agreement and Showpass reserves the right to take other actions or pursue additional remedies as permitted by law.

8. TECHNICAL SUPPORT

Showpass will provide technical and other customer support to EVA by which You can obtain technical assistance in dealing with any difficulties which may arise in connection with Your use of Our Site. EVAs can access support at support@Showpass.com or . We attempt to provide such support in a timely manner, but make no guarantees that We will respond to Your inquiry by a particular time.

9. CONFIDENTIALITY AND NON-DISCLOSURE

You understand and acknowledge that Showpass is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledge that the services which We perform involve the furnishing of Confidential Information to You including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of Showpass depend, in part, upon You keeping such Confidential Information confidential. You agree to use Your best efforts to protect Our Confidential Information and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of Us, You agree that You shall 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 You are requested or required to disclose Confidential Information pursuant to legal proceedings, You shall promptly notify Us so that We may prepare a response to said legal proceedings and You shall cooperate with Our efforts to obtain a suitable protective order.

10. NON-SOLICITATION

You agree that You shall 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 any Patron or EVA you interact 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' relationship with Us.

11. PROMOTION

EVA shall use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns.

12. TERMINATION

Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon seven (60) calendar days’ notice. If You terminate this Agreement after you have submitted your Event to us, Your Event shall be cancelled as provided in this Agreement.

13. REFERENCES

You grant us a limited, worldwide, royalty-free license to reproduce and use Your 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 print and Internet), whether now or hereafter existing, for the purpose of referring to you as a Showpass customer and/or describing our services for you. We will not make any representations on behalf of your business.