Antix Member Terms of Service
1.0 Introduction and Definitions
Antix operates an on-line service on the World Wide Web, consisting of ticketing, event, and patron management services provided by Antix and by third parties (collectively, the “Services”). “Events” are any events, activities, or resources to which Member is authorized to sell or provide access. “Tickets” are any and all forms of tickets, reservations, tuitions, memberships, certificates, coupons, merchandise, or confirmations that allow the holder access to, participation in, or use of Member events. “Patron” refers to any person or organization committing to the purchase of Tickets.
2.0 Agreement with Terms and Conditions
This Agreement sets for the terms and conditions that apply to use of the Services by Member. By using the Services, Member agrees to comply with all of the terms and conditions hereof. The Privacy Statement is incorporated by reference, as if fully set forth herein.
3.0 Changes in Terms and Conditions
Antix has the right to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability, and equipment needed for access or use, at any time. Antix shall provide the Services to Member in the form that Antix makes such Services generally available from time to time during the term of this Agreement. Antix may update or change the Services or change or modify the terms and conditions applicable to Member’s use of the Services, or any part thereof, or to impose new conditions, including, but not limited to, posting on the Services, or by electronic or conventional mail, or by any other means by which Member obtains notice thereof. Any use of the Services by Member subsequent to such notice shall be deemed to constitute acceptance by Member of such changes, modifications or additions.
Notwithstanding the foregoing, in the event a material aspect or feature of the Services needs to be changed or discontinue, Antix shall use reasonable efforts to provide Member with 30 days prior notice to such change or discontinuance. Notwithstanding the foregoing, the terms of any written and executed quotation or proposal will supersede this Section 3.0 to the extent it relates to fees payable by Member as set forth therein.
4.0 Conduct of Member
Member is a producer, promoter, presenter, or manager of events. Under this Agreement, Member contracts with Antix to provide the Services. Member represents and warrants to Antix that it has full power and authority to enter into this Agreement and to offer, sell, and honor the tickets to the Events it offers via the Services.
4.2 Responsibility of Member
Member agrees to accept, honor, and fulfill ticketing commitments that have been confirmed by the Services. Verification of customer name, address, customer number, membership status and/or confirmation number at or prior to the corresponding Event is the responsibility of the Member.
4.3 Lawful Use
Member shall use the Services for lawful purposes only. Member shall not post or transmit through the Services any material which: (i) violates or infringes in any way upon the rights of others; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law; or (iv) contains advertising or any solicitation with respect to products or services, unless Antix shall have expressly approved such material in advance of its transmission. Any conduct by a Member that in Antix’s discretion restricts, inhibits or negatively impacts any third party’s use of the Services is expressly prohibited.
4.4 Uploading of Intellectual Property
Member shall not upload, post, or otherwise make available through the Services any material protected by copyright, trademark, or other proprietary right, without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any material is not protected by copyright rests with Member. Member shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights or any other harm resulting from such a submission. By making material available through the Services, Member automatically grants, or warrants that the owner of such material has expressly granted Antix the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Member hereby grants Antix the right to copy, publish, and distribute any material made available on the Services by Member.
4.5 Email Marketing
Member represents, covenants, and warrants that it will use the email marketing tools provided in the Services only in compliance with the Agreement, the federal CAN-SPAM Act of 2003 and all other applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation and child protective email address registry laws). Member agrees that it will not access or otherwise use third-party mailing lists in connection with preparing or distributing unsolicited email to any third party. Member agrees to indemnify and hold harmless Antix and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorney’s fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to Member’s use of the Services. In addition, Member acknowledges and agrees that Antix has the right to seek damages when Member uses the Services for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. Although Antix has no obligation to monitor the content provided by Member in connection with their us of the Services, Antix may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
4.6 Non-Disclosure and Other Restrictions
Antix’s “confidential information” means any and all products provided by Antix hereunder and information concerning any aspect of Antix’s business or proposed business not generally known to persons not associated with Antis that is: (i) disclosed and designated to Member in writing, or (ii) disclosed orally and designated “confidential” in writing by Antix within thirty (30) days after such oral disclosure. Atnix’s confidential information includes, without limitation, information concerning Antix’s products, proposed products, product designs, trade secrets, business strategy, and results from the evaluation and/or services hereunder.
Member’s “confidential information” means any information concerning Member’s venue or business not generally known to persons not associated with the Member that is: (i) disclosed and designated to Antix in writing, or (ii) disclosed orally and designated “confidential” in writing by member within thirty (30) days after such oral disclosure.
Each party agrees to not disclose or make use of, or allow others to use, any of other party’s confidential information, except to such party’s employees and representatives who have a “need to know” in order to conduct the evaluation and/or services described above.
Each party shall take all reasonable precautions to prevent unauthorized disclosure or use of other party’s confidential information. Each party shall, at other party’s request, promptly return any materials and copies of confidential information provided by such party.
Neither party shall be under any obligation, with respect to any particular item of confidential information, when such party can document that such item of information: (i) is publicly known and available not due to such party’s act or failure to act, or (ii) was in such party’s possession prior to disclosure by the other party as evidenced by a written instrument, or (iii) comes into such party’s possession through a third party free of any obligation of confidence to other party, or (iv) is disclosed by such party with the other party’s prior written approval.
5.0 Disclaimers and Limitation of Liability
Antix owns the design and function of the Services and website (http//www.antix.io). Member acknowledges that Antix does not commit to supporting or specifying any particular browsing or operating platform, and that Antix has the right at any time to revise and modify its web pages and services, release subsequent versions thereof, and/or alter features, specifications, capabilities, functions, and other characteristics of the Services, all without notice to the Member.
5.1 Use Is At Member’s Risk
Member expressly agrees that use of the Services is at Member’s own risk. Member shall be responsible for protecting the confidentiality of Member’s password(s), and for all activity that takes place using such passwords. NEITHER ANTIX, ITS AFFILIATES, NOT ANY OF THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, AGENTS, THIRD PARTY PROVIERS OR LICESORS, WARRANT THAT THE SERVICESS WILL BE UNITERRUPTED OR ERROR FREE; NOR DO THY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAIND FROM USE OF THE SERVICS, OR AS TO THE ACCURACY, RELIABLITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES.
5.2 Warranties of Service; Disclaimer
Antix warrants that the Services will conform substantially to the services description referenced in Section 3.0 in all material respects. In the event of a breach of such warranty, Member’s sole remedy and Antix’s sole obligation will be for Antix to use reasonable efforts to correct such non-conformity, or, if Antix determines in its discretion that such conformity cannot be corrected, to refund a reasonable portion of the amounts paid by Member for the applicable Services. Except as provided in the foregoing express warranty, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITE TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICITON OR MODIFICATION UNDER THE LASW APPLICABLE TO THIS AGREEMENT.
5.3 Disclaimer of Liability
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROE, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNATHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TOTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
5.4 Member’s Waiver of Damages
IN NO EVENT WILL ANTIX, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCTIN, OR DISTRIBUTING THE SERVCIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES.
IN ADDITION TO THE TERMS SET FORMTH ABOVE, NEITHER, ANTIX, NOT ITS AFFILIATES, INFORMATION PROVIDERS, OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR INTERRUPTION IN THE TRANSMISSION THEREOF TO A PATRON, OR FOR ANU CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
Because some jurisdictions do not allow for the exclusion of damages, Antix’s liability in such jurisdictions will be limited to the greatest extent permitted by the law of such jurisdiction. In such jurisdictions, Member agrees that in no event will Antix’s liability to Member in connection with Antix’s provision of the Services and the terms of his Agreement exceed the amount paid by Member to Antix in the six months immediately preceding the event which gave rise to such liability. In addition, because some jurisdictions do not permit the disclaimer of certain warranties, the disclaimers set forth in this Section 5 may not apply to you.
Member agrees to defend, indemnify, and hold harmless Antix, its affiliates and their respective directors, officers, shareholders, employees, agents, and assigns from and against all claims and expenses, including attorneys fees, arising out of Member’s use of the Services, including without limitation any dispute between Member and any guest or ticket holder of Member, provided that Antix promptly notifies Licensor of any such claim or expense, cooperates with such defense at Member’s expense, and Antix allows Member control of the defense. Antix shall have the right, but not obligation, to be represented by counsel of its choice and to participate in the defense of the claim; provided, however, that he expense of such counsel and such participation shall be borne by Antix.
7.0 Fees and Charges
For its services, Antix applies transaction fees to Member’s account, which are covered (i) entirely by Member, (ii) entirely by Patron, or (iii), by a combination of Member and Patron. A complete breakdown of transition fees is available in Member’s account section immediately after account has been upgraded to live mode.
7.1 Upfront Fees
Member shall pay any upfront costs before the Services are upgraded to live mode. Actual fees will be communicated to Member from Antix via a written invoice, quote, and/or proposal detailing upfront costs.
7.2 Ongoing Fees
Fees for products and services will be communicated to Member from Antix via a written invoice, quote, and/or proposal detailing ongoing costs. Fees are posted in Member’s account section immediately after account has been upgraded to live mode.
8.0 Fees and Collection Cycle
All sales, fees, and funds are payable in U.S. dollars. A complete schedule of fees, account activity, and reserve details are provided in member’s account. Member may process transactions through Member’s merchant account or Antix’s merchant account for either website and/or retail transactions.
8.1 Weekly Disbursement and Fee Collection – Antix Merchant Account
Member agrees that Antix may deposit credit card revenues collected via Antix’s merchant account less any fees or charges via ACH credit to Member’s business checking account. Should any fees or charges exceed credit card revenues, Member agrees that Antix will deduct fees via ACH debit from Member’s business checking account. Member must have a business checking account. Activation may take up to 7 business days.
Disbursements and fee collections for events dates that have occurred will be reconciled with Member’s checking account the Wednesday following the event date, unless the event date occurs on a Monday or Tuesday. If the event date occurs on a Monday or Tuesday, reconciliation will be made the following Wednesday. If Wednesday is a Bank Holiday, reconciliation will occur on the next business day after the Holiday if reconciliation is due.
Reserves are held to cover any applicable refunds, charge-backs, related charges, or fees due. A minimum reserve of 5% of disbursements will be held at the time an Event is settled and will be paid out on the next disbursement cycle following 90 days past the settlement date less refunds, charge-backs, related charges, or fees due.
8.2 Monthly Disbursement and Fee Collection
If Member has opted to use Antix’s merchant accounts, and has not opted for Weekly Disbursement and Fee Collection, disbursements will be made by check. For all transactions processes with Antix’s merchant account, Antix will issue payments to Member on a monthly basis, on the closest business day after the 30th of the month or the last day of the month (whichever occurs first). Payments will included credit card revenues collected through Antix’s merchant account as of 11:59:59PM Pacific Time on the 20th day of the month for Events where the Event date has passed, less any fees or charges. Checks will be mailed via United States Postal Service First Class Mail to the address provided in the Member’s account section.
Should the amount of authorized fees or charges exceed the amount of revenues collected, Member’s account may be subject to suspension or termination.
A services fee of $10/month applies and will be deducted from each disbursement.
A reserve may be held to cover any applicable refunds, charge backs, related charges, or fees due. A reserve of up to 10% of disbursements may be held at the time an Event is settled and will be paid out on the next disbursement cycle following 90 days past the settlement date less refunds, charge backs, related charges, or fees due.
If for any reason a check needs to be re-issued, Antix will cancel the original check and re-issue an ew check on the billing cycle following 6 weeks from original issue date.
8.3 Monthly Fee Collection – Transactions Using Member’s Merchant Account
If Member has opted to use his own merchant account, Antix will invoice Member on a monthly basis, on the 15th of every month. Invoice is considered late after 10 days from the invoice date as specified on the invoice. If any invoice remains unpaid for more than 30 days Antix will suspend Member’s usage of all Antix services. Services will be re-instated after Member’s invoices are paid and up to date and Antix staff members have reviewed the account status and history and found it satisfactory. A reinstatement fee of $200 may be charged upon Antix’s discretion.
9.0 Cancellations, Refunds, and Charge backs
Method for cancellations and refunds is determined by whether Member is using Antix’s merchant account or Member’s merchant account.
9.1 Transactions Using Antix’s Merchant Account
Any credit card chargebacks initiated by the Patron through their credit card issuing bank for any reason will incur a fee of $25.00 to the Member. If there is not prompt amicable resolution, Antix may also choose to process the refund.
Antix is authorized to deduct these costs from Member’s outstanding balance, or invoice Member for the costs if not balance exists. Antix reserves the right to without up to 100% of disputed booking revenues for any event for a period up to 180 days after the event occurs, to allow all returns and disputed charges to clear processing.
ANTIX WILL NOT BE HELD RESPONSIBLE FOR MONETARY LOSS DUE TO FRAUDULENT TRANSACTIONS PROCESSED THROUGH THE ANTIX SERVICE. FRAUDULENT TRANSACTIONS, INCLUDING BY NOT LIMITED TO CREDIT CARD THEFT AND/OR IDENTITY THEFT THAT ARE DISPUTED BY THE CARDHOLDER THROUGH THE CARDHOLDER’S BANK WILL BE IMMEDIATELY REFUNDED BY ANTIX. MEMBER AGREES THAT ANTIX MAY COLLECT REFUNDED TRANSACTIONS (INCLUDING ORIGINAL PROCESSING FEES) DUE TO FRUAD FROM MEMBER. REFUND AND CHARGEBACK FEES ALSO APPLY.
9.2 Transactions Using Member’s Merchant Account
ANTIX WILL NOT BE HELD RESONSIBLE FOR MONETARY LOSS DUE TO FRAUDULENT TRANSACTIONS PROCESSED THROUGH THE ANTIX SERVICE. IT IS THE SOLE RESPONSIBIILITY OF MEMBER TO RESOLVE ANY ISSUE RELATED TO FRAUDULENT TRANSATIONS, INCLUDING BY NOT LIMITED TO CREDIT CARD THEFT AND/OR IDENTITY THEFT, THAT ARE DISPUTED BY THE CARDHOLDER AND/OR THE CARDHOLDER’S BANK.
10.0 Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. Any amendments or modifications to the Agreement must be agreed to by Antix and Member in writing.
If any of the terms, provisions, or conditions of this Agreement or the application thereof to any circumstances shall be ruled invalid or unenforceable, the validity or enforceability of the reminder of this Agreement shall not be affected thereby, and each of the other terms, provisions, and conditions of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
If either party breaches any of its material obligations under this Agreement, the other party will have the right to terminate the Agreement and/or discontinue delivery of service by giving 30 days written notice to the breaching party unless the breaching party remedies the breach with a 30-day period.
Either party has the right to immediately, without notice, terminate the Agreement in the event either party terminates or suspends its business, becomes insolvent, makes an assignment for the benefit of creditors or suffers or permits the appointment of a receiver, trustee in bankruptcy, or similar official.
Upon any expiration or termination of the Agreement, Antix will stop providing the Services to Member. Termination of this agreement will not terminate the confidentiality and indemnification obligations herein.
Member’s obligations to pay the costs, expenses and fees due will survive the termination of this Agreement unless such termination is the result of a non-cured breach by Antix. in such instance, Member will be responsible for costs, expenses and fees due up to the termination date.
11.1 Account Usage Lapse
Member’s account may be terminated if there has been a period of sales inactivity of over 12 months. A re-activation fee will apply.
11.2 Excessive Refunds or Chargebacks
Member’s account may be terminated if there are unusually high occurrences of refunds or chargebacks.
12.0 Controlling Law
This Agreement shall be construed in accordance with the laws of the State of Utah, without regard to its conflict of laws rules. Any cause of action of any nature arising out of this Agreement shall be brought in the state of federal courts located in Salt Lake City, Utah.
13.0 Addresses and Notices
Any communications under this Agreement shall be in writing and are deemed delivered upon receipt by the addressed party at he address specified herein. Communications may be sent by had or messenger, by commercial overnight carrier, or by U.S. mail (return recept requested).
P.O. Box 833
Midway, UT 84049
14.0 Force Majeure
Except for the payment of any amount due to pursuant to this Agreement, neither party will be liable to the other for damages in the event of any loss, damage, claim, delay or default arising by reason of Acts of Mother Nature, storm, fire, flood, earthquake, labor disturbance (including strikes, lockouts, and boycotts), war or terrorism, vandalism, civil commotion, shortages or unavailability of labor, present or future governmental law, ordinance, rule, or regulation, disruption fo postal, banking ,electrical, telephone, internet, or utility service, or other cause beyond the control of the party sought to be charged.