Terms Of Use (Promoters)

THESE BANDSINTOWN TERMS OF USE REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE SEE ARTICLE 18 - BINDING ARBITRATION AND CLASS ACTION WAIVER TO LEARN MORE.

These Terms of Use Promoters (these “Terms of Use”) are agreed between the Promoter (as defined below) and Bandsintown, LLC, a limited liability company organized and existing under the laws of the US (“Bandsintown”).

Please read these Terms of Use carefully as they constitute a legally binding contract with Bandsintown regarding the use of the Services (as defined below) by the Promoter.

These Terms of Use apply from the registration of the Promoter on the Platform and throughout the Promoter’s use of the Services, whether the Promoter accesses the Services via a wireless or mobile device, a tablet or a computer, or any other technology or device (the “Device”).

By using the Services, the Promoter expressly agrees to comply with these Terms of Use and any additional terms and conditions that Bandsintown may provide, including, without limitation, in connection with the Promoter’s use of specific Tools or other products and services Bandsintown may offer or make available to the Promoter (“Additional Terms”).

Bandsintown’s Privacy Policy, and the Additional Terms are hereby incorporated into these Terms of Use by reference as though fully set forth herein. To the extent that there is a conflict between these Terms of Use and the Additional Terms, the Additional Terms will govern. To the extent that there is a conflict among these Terms of Use, and the Additional Terms, the Additional Terms will control.

In the event the Executed Order includes Ads or Services that will be displayed or fulfilled by a third party vendor, those Ads or Services are also subject to the terms and conditions required by such third party vendor. Notwithstanding the foregoing, in the event of any conflict between these Terms of Use and such third party vendor terms and conditions, these Terms of Use will control.

ARTICLE 1. INTRODUCTION

Bandsintown is the owner of the Bandsintown websites (https://promoter.bandsintown.com/) and mobile applications (collectively, the “Platform” or “Bandsintown Platform”) and Tools (as defined below). Bandsintown’s Services (as defined below) include, without limitation, providing Tools that enable the Promoter to create customized advertising and marketing campaigns, including email campaigns, through the Platform targeting audiences registered with Bandsintown’s platforms and network in a manner designed to increase awareness, engagement, and/or ticket sales for the Promoter’s concerts, tours, festivals, and/or other events, and consulting and customizing such advertising and marketing campaigns in a manner designed to increase the effectiveness thereof, in each case, subject to Bandsintown’s acceptance of an Order (as defined below).

ARTICLE 2. DEFINITIONS

All capitalized terms herein will have the meaning given to them in this Article, whether they are used in plural or singular form:

Ads: means any advertisement or other commercial or sponsored activity or content ordered pursuant to an Executed Order.

Agreement: means these Terms of Use, including Appendix 1 – Data Processing Agreement, and all Additional Terms.

Applicable Data Protection Laws: means any laws and regulations applicable to the Parties according to the nature of Personal Data processed and/or the location of the Promoter and/or the Fan, as applicable.

Bandsintown Tools or Tools: means the tools that Bandsintown may make available to the Promoter or other Users through the use of the Platform, such as self-service advertising interfaces, widgets and APIs, the dashboard, analytics, communication tools, etc.

Content: means all content uploaded, published or made available by the Promoter on the Bandsintown Platform using the Tools or otherwise, including, without limitation, materials, audio-visual content, images, ticket purchase links, messages, other content, trademarks, trade dress elements, other intellectual property, and other related products and services in connection with live concerts, tours, festivals, performances, events, other events, and/or otherwise.

Digital Properties: means network of digital properties, including, without limitation, emails, websites, mobile websites, applications and/or devices and/or other digital properties to be provided and made available by the Publishers as described in the Order, which digital properties may be owned or controlled by Bandsintown, its affiliates or a third party vendor.

Executed Order: means an Order that has been accepted by Bandsintown.

Fan: means the User (natural person) registered on the Bandsintown’s platforms that subscribe to Bandsintown’s ’newsletters, advertising campaigns, etc.

GDPR: means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Insertion Order: means a mutually agreed insertion order that incorporates these Terms of Use, under which Bandsintown agree to deliver certain Ads and render certain Services as set forth therein.

Order: any order placed by the Promoter through Bandsintown Tools and/or pursuant to an Insertion Order.

Parties: means the parties to the Agreement, i.e., Bandsintown and the Promoter.

Personal Data or Personal Information: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Profile: means the Promoter’s dedicated account and environment on the Platform.

Promoter: means any promoter, venue representative, festival organizer, label, artist, manager, media agency representative or other entity or person that registered on the Bandsintown Platform or enters into an Insertion Order.

Publishing Party: Bandsintown and/or any third party vendor that will be displaying the Ads or providing the Services pursuant to an Executed Order.

Services: means all functionalities made available to the Promoter through the Platform and the Tools and as described in Article 4 – Description of Services.

User: means any visitor or registered person on Bandsintown’s or it’s platforms, including artists, Fans, promotors, etc.

ARTICLE 3. OBJECT

The Agreement aims to define and specify the respective obligations of the Parties with regard to the use of the Platform, Tools and Services by the Promoter.

The Agreement includes:

The provisions of these Terms of Use.

Additional Terms.

Annex 1 – Data Processing Agreement (EU compliant).

Bandsintown may modify or adapt the provisions of the Agreement at any time, for example, to take into consideration new Services offered on the Platform or to comply with new legal obligations. In the event of any material changes to the Agreement, notice will be provided to the Promoter through the Platform or by email.

By continuing the use of the Service and keeping the Promoter’s Profile active after such notice of the new version of the Agreement, the Promoter will be deemed to have accepted such new version.

ARTICLE 4. DESCRIPTION OF SERVICES

The Services, in consideration of fees paid by the Promoter, allow the Promoters to access certain features, functionality, information and services provided by Bandsintown, its affiliates and/or third party vendors, which may include, without limitation:

• The creation, submission and/or delivery of Ads through the use of the Tools to be delivered on Digital Properties pursuant to an Executed Order.
• The ability to promote, market, display, message and/or otherwise make available Content to Fans or other potential attendees regarding live concerts, tours, festivals, performances, events, other events, and/or otherwise pursuant to an Executed Order.

The Promoter will be informed on fees incurred before the use of the Services. For Ad billing purposes, delivery will be measured based on the Publishing Party’s reported numbers.

Bandsintown may charge a minimum fee to accept an Order, subject to then-current Bandsintown policies and fee structures which may be updated from time to time at Bandsintown’s sole discretion

Unless expressly agreed to in writing by Bandsintown or indicated on an Executed Order, no other terms or conditions appearing in contracts, orders, insertion instructions or otherwise will be binding on the Publishing Party. All Orders are subject to Bandsintown’s acceptance thereof.

ARTICLE 5. REGISTERING AS A PROMOTER

In order to access and use certain content, features and functionality of the Services, Bandsintown may require that the Promoter:

• To register for the applicable Services, whether on the Platform, a third party platform or otherwise, including, in some instances, creating and/or providing a username and password combination;
• To provide Bandsintown with certain additional information to complete the Promoter Profile, which may include: professional email address, password, legal name, country of residence, location, status, usage data, and the Promoter’s physical address, telephone number(s), applicable payment information (e.g., payment card data, PayPal information, etc.), etc.; and/or
• To execute an Insertion Order for certain Services.

The Promoter is responsible for maintaining the confidentiality of the Promoter credentials – i.e., login and password – and will be responsible and liable for any access to or use of the Services through its Profile, whether the use or access is made directly by the Promoter or by any third party using the Promoter credentials, whether or not such access or use has been authorized by the Promoter.

The Promoter agrees to immediately notify Bandsintown of any unauthorized use of Promoter’s credentials or Profile, or any other breach of security discovered through the use of the Services.

The Promoter is entirely responsible for the following:

• controlling the disclosure and use of the Promoter’s credentials and Profile; and
• updating, maintaining and controlling access to the Promoter’s credentials and Profile.

Bandsintown will not be responsible or liable for any loss or damage arising from the Promoter’s failure to comply with this Article 5.

ARTICLE 6. USING THE SERVICES AS A PROMOTER.

In all cases, when using the Services, the Promoter must comply will all provisions set out by the Agreement, including, without limitation, the Code of Good Conduct described in Article 7 and data protection matters as described in Article 10.

The Services may allow the Promoter to submit, post, email, display, transmit or otherwise make available Content via the Services.

The Publishing Party does not guarantee the accuracy, integrity, quality or content of any Content uploaded on the Platform and/or delivered to Digital Platforms or otherwise serviced by the Publishing Party. Under no circumstances will the Publishing Party be liable in any way for any loss or damage of any kind incurred as a result of any Content submitted, uploaded, posted, emailed, displayed, transmitted or otherwise uploaded on the Platform and/or delivered to Digital Platforms or otherwise serviced by the Publishing Party.

The Publishing Party reserves the right to reject, remove or cancel any Ads, space reservation, position commitment or other Services at any time and for any reason in its sole discretion. Access to the Services is provided on a revocable, non-exclusive, non-sublicensable, non-transferable basis, solely for use in accordance with the restrictions set forth herein.

Content must be provided in a form and format prescribed by Bandsintown and within the deadlines prescribed by Bandsintown.

Promoter may not cancel any Executed Order without at least fourteen (14) days prior written notice of cancellation to Bandsintown before the commencement date of the Ads or Services.

Bandsintown will have no liability for delays in performance, or failure to provide Ads or Services, resulting from any delays caused by Promoter, and Bandsintown will have no liability for the content of any Ads or Content.

Each Executed Order covers only Ads relating to, and Services for, the regular concert or event business owned by Promoter. No subletting, brokering, or assignment of Ads or Services under any Executed Order is permitted without the consent of Bandsintown in each instance.

The Publishing Party will have no obligation to accept changes to Content or insertion instructions after its acceptance of any Order. Notwithstanding the foregoing, Bandsintown will use commercially reasonable efforts to accommodate any reasonable change requests submitted with at least three (3) business days advance notification.

The Promoter is solely responsible for the Content uploaded or delivered through the Promoter’s Profile or otherwise using Promoter’s account credentials.

The Publishing Party is not obligated to return Ads or Content to Promoter, and the Publishing Party is not responsible for any damage to or loss of any Ads, Content, copy, or other material provided by Promoter.

The Publishing Party is not obligated to return Ads or Content to the Promoter, and the Publishing Party is not responsible for any damage to or loss of any Ads, Content, copy, or other material provided by Promoter.

In Promoter’s use of Bandsintown Platform and Services, the Promoter will comply with all applicable laws and regulations including, without limitation, laws relating to user privacy and the gathering, storage and usage of personally identifiable information collected from end users of the Ads and/or Services. If Promoter becomes aware of a suspected or actual breach of security or unauthorized access affecting personally identifiable information, the Promoter will immediately notify Bandsintown, and the Promoter will take all action necessary and required to address the breach.

Payment of accounts that are authorized for invoicing or otherwise having credit terms are due based on the terms set forth in the Executed Order relating to the campaign in which the Ads appeared or the Services were provided. Continuation of credit privileges is dependent upon prompt payment. Payments must accompany all orders from accounts which have not established credit term with Bandsintown. Credit terms applicable to any Promoter are solely within the discretion of Bandsintown and may be changed or discontinued by Bandsintown at any time. The Promoter agrees to pay any federal, state or local tax or other charges which may be imposed on any Ads and/or Services, in addition to the rates set forth in the Executed Order.

The Publishing Party will have no liability for any omission of, or failure to provide, an Ad or Service or portion of an Ad or Service. In the event of any error in a published Ad or Service for which the Publishing Party may be held legally responsible, the Publishing Party’s sole responsibility will be to insert a corrected Ad or provide a replacement Service at no additional expense to Promoter for the period of time the Ad or Service was published with the error, up to a maximum of ten (10) days. In the event an Executed Order is not fulfilled as scheduled, the Publishing Party’s sole responsibility will be, in its discretion, to (a) provide the Promoter a refund for Ads not run or Services not provided; (b) run the Ads or provide the Services at a later date; or (c) run the Ads in a different position of the Publishing Party’s choice. THE PUBLISHING PARTY WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR PROFITS, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. IN NO EVENT WILL THE PUBLISHING PARTY’S LIABILITY TO ANY PROMOTER EXCEED THE AMOUNTS PAID BY THE PROMOTER UNDER THE APPLICABLE EXECUTED ORDER. The Publishing Party will not be subject to any liability whatsoever for any failure occasioned because of accidents, fires, strikes or labor strife, work stoppages, system outages, governmental order or regulation, judicial order, other governmental acts or directives, war, civil unrest, acts of terror, transportation delays, shortages of raw materials, acts of God, errors, acts or omissions of any other person or entity, and/or other circumstances beyond the Publishing Party’s control, or extraordinary news events that preclude the Publishing Party from fulfilling any Executed Order. In such an event, the affected Executed Order will be suspended during the period of inability to perform and the terms extended for a like period. The Publishing Party will not have any liability because of such suspension. Unintentional or inadvertent failure of the Publishing Party to fulfill Ads and/or Services will not operate as a breach of the Executed Order or this Agreement.

ARTICLE 7. CODE OF GOOD CONDUCT

The Promoter is solely responsible for Promoter’s conduct when using the Services. Bandsintown works to keep the Services safe and enjoyable for everyone and the use of the Services for unlawful or harmful activities is expressly prohibited. Therefore, the Promoter agrees that, while using the Services, the Promoter will not:

• Engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of Bandsintown or of any other third party.
• Submit, post, email, display, transmit or otherwise make available through the Services any Content, material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
• Submit, post, email, display, transmit or otherwise make available through the Services any Content or material that the Promoter does not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any third party.
• Engage in or encourage conduct that affects adversely or reflect negatively on Bandsintown, its affiliates, or parent company, the Services, Bandsintown goodwill, name or reputation or causes duress, distress or discomfort to Bandsintown or anyone else, or discourage any third party from using all or any portion, features or functions of the Services, or from advertising or becoming a supplier to Bandsintown in connection with the Services.
• Submit, post, email, display, transmit or otherwise make available through the Services any Content or material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Except as expressly permitted herein, use the Services for commercial or business purposes, including engaging in barter arrangements, pyramid schemes, advertising, marketing or offering goods or services or exploiting information or material obtained on, through or in connection with the Services, whether or not for financial or any other form of compensation or through linking with another website, platform or service.
• Modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other User.
• Impersonate any person or entity or falsely state or otherwise represent his/her affiliation with any person or entity.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Services.
• Solicit passwords or personal identifying information for commercial or unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other Users or other information, including transmitting or facilitating in the transmission of junk email, chain letters, duplicative or unsolicited messages.
• Modify, reverse engineer, decompile or disassemble any part of the Services, whether in whole or in part, or create any derivative works from any part of the Services, or encourage, assist or authorize any other person to do so.
• Submit, post, email, display, transmit or otherwise make available through the Services any information, materials or content (and/or engage in or encourage conduct or other activities) that are, or could be perceived as, false, incorrect, misleading or deceptive.
• Use, or authorize others to use, any of Bandsintown Platform, Tools, or Services, in whole or in part, for purposes of training any artificial intelligence and/or machine learning platforms, applications, models or algorithms (whether via the development or modification of a dataset, scraping or reproducing the data contained in the Bandsintown Platform, Tools, or Services, feature extraction methodologies or otherwise), or in connection with any data, information, content and/or materials generated or developed by, with or resulting from the use of any artificial intelligence and/or machine learning platforms, applications, models or algorithms.

Bandsintown is not obligated to monitor the Content published on its Platform. However, Bandsintown allows its users, Fans and Promoters, to report Content that is clearly illegal, unlawful, dangerous, discriminatory, hateful, infringing the rights of others or any of the above-mentioned provisions.

Bandsintown reserves the right to investigate and take appropriate action against anyone who, in Bandsintown’s sole discretion, violates, or is suspected of violating, the Agreement, including removing any Content or Promoter posting from the Services at any time, and/or reporting the Promoter to law enforcement authorities.

ARTICLE 8. TERMINATION; SANCTIONS FOR NON-COMPLIANCE WITH THESE TERMS OF USE

Bandsintown reserves the right, at any time and in its sole discretion, and without prior notice, to suspend, restrict, or terminate the Promoter’s access to the Platform and/or Services, or remove or moderate any Content, including where Bandsintown reasonably believes that the Promoter has breached the Agreement or where Bandsintown determines such action is necessary for legal, security, operational, reputational, or policy enforcement reasons. Without limiting the foregoing, Bandsintown may (in addition to any other rights and remedies it may have):

(i) Refuse or cancel the Promoter’s registration or account on the Platform.

(ii) Suspend or terminate the Promoter’s Profile or access to the Platform or Services, temporarily or indefinitely.

(iii) Remove, delete, restrict access to, or otherwise moderate any Content published on the Platform by the Promoter, temporarily or indefinitely, subject to applicable law.

(iv) Terminate all rights and licenses granted to the Promoter under the Agreement.

(v) Communicate to competent judicial, governmental, or administrative authorities any Content accessible or available on the Platform, at the request of such authorities or in connection with legal proceedings involving Bandsintown.

ARTICLE 9. CLOSURE OF THE PROMOTER’S ACCOUNT

The Promoter may ask Bandsintown to delete the Profile by sending a request to [email protected] with the link on the Promoter’s page on the Platform. Bandsintown’s teams will then proceed with the deletion of the Promoter’s Profile on the Platform.

Once the Profile has been deleted, some or all of the Promoter’s Personal Data and/or transaction data will be kept by Bandsintown in intermediate storage in accordance with Bandsintown’s data retention and legal policies and the legal and regulatory provisions in force.

ARTICLE 10. PROCESSING OF PERSONAL INFORMATION

10.1 General information on the processing of the Promoter’s Personal Data by Bandsintown

Bandsintown processes the Promoter’s Personal Data according to the Privacy Policy, which sets forth information regarding the Personal Data used, the purpose(s) for such use, the Promoters’ rights to the processing of their Personal Data, the technical and organizational measures set out to protect their privacy and other information as required by Applicable Data Protection Laws, including the CCPA (US) and the GDPR (EU).

The Promoter will refer to this Privacy Policy to access all information regarding the processing of Promoter’s Personal Data.

10.2 Global obligations of the Parties regarding the processing of Personal Data

Both the Promoter and Bandsintown may have the ability to process Personal Data of Fans registered on the Platform. Specifically, by using the Services, the Promoter may have the ability to collect and process certain Personal Data from Promoter’s Fans all around the world.

The Promoter and Bandsintown will comply with their respective obligations regarding Applicable Data Protection Laws (including local requirements that may apply to one or both of the Parties) and guarantee the protection of the Fans’ rights and freedoms with respect to their Personal Data. In furtherance of the foregoing, the Promoter and Bandsintown have entered into a specific Data Protection Agreement (“DPA”) as set out in Appendix 1 of the Agreement.

10.3 Specific requirements from the California Consumer Privacy Act of 2018 (CCPA)

To the extent that the Promoter is subject to the provisions of the CCPA, the Promoter agrees to fully comply with the CCPA in connection with the Promoter’s processing of Fans’ Personal Information. Without limiting the foregoing, and in addition to the obligations set forth in Section 10.2 above and the DPA, the Promoter will:

Comply with all applicable requirements of the CCPA when collecting, using, retaining or disclosing Personal Information, e.g. ensure that such operations are reasonably necessary and proportionate to achieve the purposes for which the Personal Information was collected or processed or for another disclosed purpose that is compatible with the context in which the Personal Information collected, and not further process it in a manner that is incompatible with those purposes.

Inform the Fans or any other individual with a CCPA-compliant information notice whenever the Promoter may be in charge of the collection of Personal Information.

Comply with any request of Fans related to their rights regarding their Personal Information, such as (i) their right to know about the Personal Information collected about them, how it is used and shared, (ii) their right to delete Personal Information collected from them, (iii) their right to opt-out of the sale of their Personal Information and (iv) their right to non-discrimination for exercising their CCPA rights.

Implement reasonable security procedures and practices appropriate to the nature of the Personal Information to protect it from unauthorized or illegal access, destruction, use, modification, or disclosure.

Aggregate, deidentify or anonymize Personal Information only when CCPA allows for such operations and use acceptable methods under the CCPA so that such information is no longer considered as Personal Information. The Promoter will, in no event, attempt to or actually re-identify any previously aggregated, deidentified or anonymized data.

The Promoter will promptly notify Bandsintown of any complaint, notice or communication that directly or indirectly relates to the Promoter’s compliance with the CCPA.

10.4 Specific requirements from EU regulations on the protection of Personal Data

Without limiting any other terms of the Agreement, the Promoter will comply with all applicable laws and regulations applicable to the processing of Personal Data of residents of the European Economic Area (“EEA”) or individuals located within the EEA, including, without limitation, the GDPR.

10.5 Compliance with Marketing Laws

The Promoter will ensure that all messages sent to Fans by or on behalf of the Promoter, and Promoter’s activities in connection therewith, comply with all applicable laws, including, without limitation, CAN-SPAM (with respect to the United States).

ARTICLE 11. PROPRIETARY RIGHTS

11.1 Proprietary rights of Bandsintown

The Bandsintown Platform, Tools, Digital Properties, and Services, and all of the material comprising the same are protected under intellectual property laws. Bandsintown is the owner of all intellectual property rights therein and thereto or has obtained the necessary authorizations and/or licenses from the holder(s) of such rights.

The Platform, Tools, Digital Properties, Services, software, database structures, texts, information, analyses, images, photographs, graphics, logos or any other data/material contained on the Platform, Tools Digital Properties, and/or Services (“Bandsintown IP”) remain the exclusive property of Bandsintown or, where applicable, of their respective holders with which Bandsintown has concluded specific usage agreements.

Bandsintown requires the Promoter to respect its copyrights, trademarks and other intellectual property rights. As a result, any representation or reproduction, in whole or in part, that could be made of Bandsintown IP without authorization is illicit and subject to legal proceedings.

The Promoter will not reproduce, modify, transmit, transfer or exploit Bandsintown IP without the prior agreement and authorization of Bandsintown. Non-compliance with such provisions will be subject to legal proceedings.

11.2 License of use of Bandsintown IP granted to the Promoter

Bandsintown grants the Promoter a limited, revocable, non-exclusive and non-transferable right to use the Platform/Tools and Bandsintown IP solely in connection with Promoter’s use of the Services and solely as described in and in accordance with the terms and conditions of the Agreement. Without limiting the foregoing, the Promoter will not:

• Reproduce and/or represent, download, sell, issue, translate, adapt, exploit, distribute, disseminate, or communicate, in any form whatsoever, commercially or otherwise, any of Bandsintown IP;
• Introduce content or materials on the Platform or Tools that modify or are likely to modify Bandsintown IP, by any means whatsoever;
• Use content related to other Promoters or Fans other than in strict accordance with the Agreement.

11.3 Proprietary rights of the Promoter

The Promoter will indemnify, defend and hold Bandsintown and the Bandsintown Parties (as defined below) harmless from and against any claim or action brought by third parties, and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), relating to and/or arising out of or in connection with any alleged violation of such third party’s intellectual property rights with respect to material published and/or otherwise made available by the Promoter through the use of the Services.

The Promoter grants Bandsintown a worldwide, royalty-free, non-exclusive, sublicensable, perpetual and transferable license to access, reproduce, distribute, display, publicly perform, adapt, modify, use and otherwise exploit the Promoter IP on all media and means of distribution for the following purposes: (a) providing the Services, (b) promoting the Promoter IP on the Platform, (c) promoting Bandsintown and its products and services, including as part of advertising campaigns and in marketing emails and newsletters sent by Bandsintown and (d) for Bandsintown’s other business purposes, which may include the provision of such Promoter IP to third parties for inclusion in such third parties’ product and service offerings.

The Promoter expressly authorizes Bandsintown to modify the Promoter IP where necessary to comply with the graphic charter of the Platform/Tools or to render Services, or other communication media as referred to above and/or to make them compatible with their technical performances or formats.

11.4 Trademarks

The trademarks, logos, service marks and trade names displayed on or in connection with the Services are registered and unregistered trademarks of Bandsintown, its affiliates and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause confusion, or in any manner that disparages or discredits their rights holders. Nothing contained on or in connection with the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on or in connection with the Services without the written permission of Bandsintown or the third party that may own the applicable trademark.

The Promoter grants Bandsintown a non-exclusive and non-transferable right to use, reproduce and represent its brands, names and logos within the scope of the Agreement. The Promoter also grants Bandsintown the right to sub-license to allow for the distribution of advertising content. These license and sub-license are granted for the entire period of use of the Services by the Promoter.

11.5 Claims regarding intellectual property rights

If the Promoter believes that any Promoter IP has been copied or used on the Platform/Tools in a manner that infringes Promoter’s rights as recognized by applicable intellectual property laws, he/she must inform Bandsintown promptly to the following addresses:

By post:

Name and Address of Designated Agent:

Attention: Legal Department

Bandsintown, LLC

2045 Biscayne Blvd, Ste 260

Miami, FL, 33137

By email: [email protected]

11.6 Digital Millennium Copyright Act

If the Promoter is a copyright owner or an agent thereof and believe that any content on the Services infringes upon Promoter’s copyrights, he/she may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Bandsintown’s Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Bandsintown to locate the material.

Information reasonably sufficient to permit Bandsintown to contact the Promoter, such as an address, telephone number, and, if applicable, e-mail address.

A statement that the Promoter have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.

A statement that the information in the notification is accurate, and under penalty of perjury, that the Promoter is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to the following Designated Agent:

Name and Address of Designated Agent:

Attention: Legal Department

Bandsintown, LLC

2045 Biscayne Blvd, Ste 260

Miami, FL, 33137

Email: [email protected]

For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to Bandsintown customer service by sending an email to [email protected]. The Promoter acknowledges and agrees that if he/she fails to comply with all of the requirements of this Article 11, the Promoter’s DMCA notice may not be valid.

ARTICLE 12. SECURITY OF THE PLATFORM AND TOOLS

Bandsintown makes every effort to maintain the security, availability and integrity of the data transmissions on the Platform and Tools. However, in light of the characteristics and constraints of the Internet, Bandsintown will not be held responsible for any errors, interruptions, lack of availability or viruses on its Platform and Tools.

Bandsintown may not be held responsible in the event of malfunction, impossibility of access, poor conditions of use of the Platform/Tools due to unsuitable Device, internal malfunction of the Promoter’s Internet service provider, obstruction of the Internet network or for any other reasons outside of Bandsintown’s control.

Furthermore, Bandsintown reserves the right to modify, interrupt, suspend or remove, temporarily or permanently, all or part of the Services, without notice or compensation of any kind.

ARTICLE 13. REPRESENTATIONS AND WARRANTIES

The Promoter confirms, represents, and warrants that:

• The Promoters has read, understood and agreed to the provisions of the Agreement;
• Where the person accessing the Profile is not the Promoter, such person is authorized by the Promoter to access the Profile and act on behalf of the Promoter with respect to the Services;
• The Promoter will not access or remain on the Platform fraudulently, or to hinder or alter its performance, in particular by introducing viruses, Trojan horses, worms, logic bombs or any other program that may cause damage to the Platform, Bandsintown and/or any Users;
• The Promoter undertakes, when registering, to use and provide accurate information regarding the Promoter’s identity; and
• The Promoter has reached the legal age of majority in Promoter’s jurisdiction.
• The Promoter hereby acknowledges and agrees that the Platform and Services are prohibited for use by minors unauthorized to access and register to online services according to the laws of their country of residence.
• All registration and account information submitted and/or made available is truthful and accurate and that it will be maintained and promptly updated to ensure its accuracy.
• The Promoter owns the Content published or is otherwise authorized to grant the rights, licenses and privileges described in the Agreement and to perform and comply with all of the requirements set forth herein.
• The Promoter’s submission, uploading, posting, emailing, displaying, transmission and/or making available of the Content does not violate the Agreement, any rights of any other party or entity, any of the Promoter’s obligations, any law, rule or regulation.
• The Promoter holds and will continue to hold all ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform the obligations under the Agreement and will pay for all royalties, fees, and any other monies owing to any person or entity by reason of the Content published on or distributed through the Services.

The Promoter represents and warrants that Promoter owns and controls all intellectual property rights to the Content, text, photographs, videos, content and any other material published by the Promoter through Promoter’s Profile or otherwise made available by the Promoter through the Promoter’s use of the Services (“Promoter IP”) or holds the necessary rights and authorizations from the rightful owner(s) of such rights to publish such content on the Platform and grant the rights granted to Bandsintown pursuant to the Agreement.

ARTICLE 14. DISCLAIMER AND LIMITATIONS OF LIABILITY

THE PLATFORM, TOOLS, SERVICES, ADS AND ALL CONTENT, PRODUCTS, INFORMATION, SERVICES MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED.

WITHOUT LIMITING THE GENERALITY IN THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, THE PUBLISHING PARTY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, ASSOCIATED WITH THE ADS AND/OR SERVICES, THE PROMOTER’S USE OF OR PARTICIPATION IN THE ADS OR SERVICES, OR OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION: (A) EXPRESS OR IMPLIED WARRANTIES; (B) WARRANTIES ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE; (C) WARRANTIES OF UNINTERRUPTED OPERATION WITHOUT ERROR; (D) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES; AND (E) EXPRESS OR IMPLIED WARRANTIES RELATING TO THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND/OR PERFORMANCE OF THE ADS AND/OR SERVICES.

All implied representations, warranties and conditions relating to the Services, Content, products, services and user postings are hereby disclaimed. Without limiting the foregoing, Bandsintown is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of the Promoter’s use of the Services.

The Promoter understands and agrees that, to the fullest extent permissible by law, Bandsintown, its affiliates, parent company, successors and assigns, officers, directors, employees, agents, representatives, licensors, partners, service providers, advertisers and suppliers (collectively, “Bandsintown Parties”) make no representation, warranty or condition of any kind, express or implied, regarding any products or services ordered or provided via the Services, and hereby disclaim, and the Promoter hereby waives, any and all representations, warranties and conditions of any kind, express or implied, made in connection with product or services literature, frequently asked questions documents, advice or information, whether oral or written, obtained by the Promoter in connection with the Services, including correspondence with Bandsintown or its agents or otherwise.

THE PROMOTER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE BANDSINTOWN PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

The Promoter further understands and acknowledges the capacity of the Services, in the aggregate and for each user, is limited. Consequently, some messages, content and transmissions, including postings on the Platform may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable.

The Promoter acknowledges and agrees that Bandsintown assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or postings or for any failure or delay associated with any postings and the Promoter is hereby expressly advised not to rely upon the timeliness or performance of the Services for any transactions or postings.

Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this agreement may not apply to the Promoter.

ARTICLE 15. INDEMNITY

The Promoter agrees to indemnify, defend and hold the Bandsintown Parties harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) Promoter’s breach or violation of the Agreement or any applicable law, (b) Promoter’s use of the Services or Platform, (c) any third party claims regarding the Content or Promoter’s use of the Services, and/or (d) Promoter’s postings on the Platform/Tools.

Bandsintown reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Promoter and all negotiations for its settlement or compromise, and the Promoter agrees to fully cooperate with Bandsintown upon its request.

ARTICLE 16. OTHERS

16.1 Customer support

For assistance with technical issues or customer support inquiries, the Promoter may contact Bandsintown by writing to the following email address: [email protected]

16.2 Third-party platforms, services and contents

The Promoter will not post or otherwise disseminate on the Platform content (including links to third-party websites or platforms) that is illegal, illicit or immoral.

The Promoter is also made aware that the Services may include links allowing access to third party websites or third party materials, including third party platforms.

The inclusion of such third party services and/or links thereto does not constitute an endorsement by Bandsintown, its affiliates, or parent company, or any of its or their respective successors, assigns and representatives, or any association in connection therewith.

Bandsintown does not verify, endorse, or have any responsibility for third party services and any third party business practices, whether the Services’, Bandsintown’s or its affiliates’ logos, marks, names and/or sponsorship or other identification is on the third Party Services.

Bandsintown will not be held responsible or liable for any loss or damage caused by or related to the Promoter’s use of any third party services.

Therefore, the Promoter is encouraged to read the terms and conditions and privacy policy of each third party service he/she uses.

16.3 Data and wireless access charges

Certain Services may require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for the Promoter’s Device may charge the Promoter with data access fees in connection with Promoter’s use of such Services, including wireless carrier messaging and other communication, messaging and data fees and charges.

Under no circumstances will Bandsintown be responsible for any such data access fees and charges in connection with the Promoter’s use of any Services, including wireless internet, email, text messaging or other charges or fees incurred by the Promoter (or any person that has access to Promoter’s Device, telephone number, email address, Profile or other similar information).

Further, the use or availability of certain Services may be prohibited or restricted by the Promoter’s wireless carrier and/or data access provider, and not all Services may work with all wireless carriers, networks, platforms, services or Devices.

16.4 Advertisements

From time to time, the Promoter may choose to communicate with, interact with, or obtain third party services from Bandsintown’s advertisers, sponsors, or other promotional partners (collectively, “Advertisers”) found on or through the Services or via a hyperlinked website, service or platform.

All such communication, interaction and participation are strictly and solely between the Promoter and such Advertisers and Bandsintown will not be responsible or liable to the Promoter in any way in connection with these activities or transactions.

16.5 Assignments

This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by the Promoter, but may be assigned or transferred by Bandsintown without restriction, notice or other obligation to the Promoter.

ARTICLE 17. SEVERABILITY

If any term or other provision of the Agreement is determined to be invalid, illegal or incapable of being enforced under any applicable law or as a matter of public policy, all other conditions and provisions of the Agreement will nevertheless remain in full force and effect.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify the Agreement so as to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the obligations contemplated by the Agreement be fulfilled as originally contemplated to the greatest extent possible.

ARTICLE 18. BINDING ARBITRATION AND CLASS ACTION WAIVER

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.

Neither the Promoter nor Bandsintown will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all Parties to the arbitrations or proceedings.

The Promoter and Bandsintown agree to arbitrate, as provided below, all disputes between the Parties (including any related disputes involving Bandsintown, its subsidiaries or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights.

“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between the Promoter and Bandsintown concerning the Services or the Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis.

The Promoter and Bandsintown empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the Agreement or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Agreement are void or voidable.

In the event of a dispute, the Promoter or Bandsintown must send to the other Party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the Party giving the notice, the facts giving rise to the dispute, and the relief requested. This notice of dispute must be sent to Bandsintown, LLC, 2045 Biscayne Blvd, Ste 260, Miami, FL, 33137, USA, Attention: Legal Department.

Bandsintown will send any notice of dispute to the Promoter at the contact information it has for the concerned Promoter. The Parties will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After that sixty (60) day period and not before, the Parties may commence an arbitration proceeding. The Promoter may instead litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not the Parties negotiated informally first.

If the Promoter and Bandsintown do not resolve a dispute by informal negotiation or in small claims court, the dispute will be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. THE PROMOTER UNDERSTANDS AND ACKNOWLEDGES THAT THE PROMOTER IS GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in the State and County of New York, provided, however, that if circumstances prevent the Promoter from traveling to New York, JAMS may hold an in-person hearing in the Promoter’s hometown area.

The Promoter and Bandsintown agree to submit to the exclusive jurisdiction of the State and Federal Courts situated in the State and County of New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to the Promoter individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy the Promoter’s individual claim.

In accordance with the JAMS Rules, the Party initiating the arbitration (either the Promoter or Bandsintown) is responsible for paying the filing fee. However, if the arbitrator issues the Promoter an award of damages and: (a) that award is greater than the amount of Bandsintown’s last written settlement offer; or (b) if Bandsintown did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, Bandsintown will reimburse the Promoter for the filing fees he/she incurred.

Except as provided above with respect to jurisdiction in the State and County of New York, nothing in this arbitration provision will be construed as consent by Bandsintown to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Services or the Agreement.

ARTICLE 19. GOVERNING LAW AND JURISDICTION

19.1 Governing law of the Agreement

This Agreement and the Promoter’s use of the Platform, Tools and Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding such state’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York.

19.2 Informal conflict resolution

The Parties agree to use reasonable effort to sort any dispute or conflict informally before filing a claim against Bandsintown by contacting [email protected].

The Parties will work in good faith to resolve the dispute or conflict.

If a dispute is not resolved within three (3) months, either of the Parties may choose to bring a formal proceeding according to Articles 18 and 19.3.

19.3 Governing jurisdiction

Both Parties agree that any judicial proceeding brought to resolve a claim regarding the Agreement will be brought in the federal and state courts located in the State and County of New York (notwithstanding such state’s conflict of laws provisions). The Promoter may not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum, non-convenience or otherwise.

These provisions apply to the extent that the arbitration and waiver provisions set forth in the Agreement are not applicable.

If the Promoter resides in a country (e.g., Member State of the European Union) which has enforceable laws giving him/her the right to bring disputes to the national courts of Promoter’s country, the provisions mentioned in this paragraph will be analyzed in light of the Promoter’s rights and will not infringe such laws.

This Agreement was last modified on the date indicated above and is effective immediately.