Terms and Conditions of Sale of Products & Software Licenses

AGREEMENT TO ARBITRATION. BY AGREEING TO THESE TERMS AND CONDITIONS OF SALE OF PRODUCTS & SOFTWARE LICENSES, YOU AGREE TO RESOLVE DISPUTES WITH EVENTGROOVE THROUGH BINDING ARBITRATION (AND WITH VERY FEW LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS (AS DETAILED IN THE DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER IN SECTION 18 BELOW).

PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF SALE OF PRODUCTS & SOFTWARE LICENSES BEFORE ACCESSING, USING, OR PLACING AN ORDER OVER HTTPS://PRODUCTS.EVENTGROOVE.CA/. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES (SEE SECTIONS 10 AND 11, RESPECTIVELY) AND FORM AN ESSENTIAL BASIS OF THESE TERMS. PLEASE PRINT AND RETAIN A COPY OF THESE TERMS FOR BUYER’S RECORDS.

These Terms and Conditions of Sale of Goods & Software Licenses together with any: (i) terms, provisions, agreements, policies or documents expressly incorporated by reference herein including the Software End User License Agreement (“EULA”); and (ii) Company-provided: (1) online registration or order form or click through agreement or (2) signed order form between the Parties (“Order Form(s)”)(collectively referred to as the “Terms”), are entered into by and between Ticket River Ltd doing business as Eventgroove (“Eventgroove”, “We”, “Us” or “Our”) and you as a purchaser (“Buyer”, “you” or “your”) of Products (as defined below) or of licenses to use Software (as defined below), and every agreement or other obligation or undertaking by Eventgroove is expressly conditioned on Buyer’s agreement to these Terms. The purchase and use of Products or of licenses to use Software and access to or use of any Eventgroove websites including www.Eventgroove.com (the "Site") are also subject to Our Product Terms of Use at https://products.eventgroove.ca/terms-of-use/ and Our Privacy Policy at https://products.eventgroove.ca/privacy-policy/, the terms of which are both incorporated herein by reference. By placing an order, you agree to be bound by these Terms, the Product Terms of Use, and our Privacy Policy. For any Products, the terms and conditions of these Terms shall control in the event of any conflict with the Products Terms of Use. Eventgroove and Buyer are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

Any purchase order, quote or proposal by Buyer that includes different or additional provisions (“Counterproposals”) are objected to and disallowed by Eventgroove. Notwithstanding the foregoing, any such Counterproposals by Buyer shall not operate as a rejection of these Terms but as a rejection of any such Counterproposals.

IF YOU ARE AN INDIVIDUAL PLACING AN ORDER ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, ORGANIZATION OR OTHER ENTITY (“ENTITY”) WITH WHICH YOU ARE ASSOCIATED, THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ENTITY, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AS WELL AS OUR PRODUCT TERMS OF USE AND OUR PRIVACY POLICY ON BEHALF OF THE ENTITY. References to “you” and “your” in these Terms shall refer to both the individual accepting these Terms and to any such Entity.

1. Formation of Contract for Sales of Products and Licensing of Software. Buyer hereby agrees that these Terms cover any sales of physical goods including print products, tickets, wristbands, posters, flyers, event badges, stickers and merchandise including bags, clothing, mugs, phone cases and other goods (“Standard Products”) including on-demand, build your own, special, non-standard, or other custom versions of Standard Products (“Custom Products”)) (where Standard Products and Custom Products are collectively referred to herein as the “Products”). Notwithstanding the foregoing sentence, if the Products consist of or include software (including social media templates) that the Buyer downloads or otherwise accesses, uses or distributes (“Software”), Buyer also hereby acknowledges and agrees that Buyer’s purchase of any license to (or any download, access to, use or distribution by or on behalf of Buyer of) any such Software shall be subject to the Eventgroove EULA, the terms of which are hereby incorporated by this reference. The terms and conditions of the EULA shall control for any Software in the event of any conflict with these Terms.
   
   
2. Products; Prices. Products, prices, and these Terms are subject to change in Eventgroove’s sole discretion without notice. Customers will be notified of any applicable charges due to changes in Products, prices or these Terms when orders are placed.
   
   
3. Acceptance of Orders; Processing Orders. An order is deemed by Eventgroove to be an offer to purchase, which Eventgroove may accept, limit or reject in its sole discretion. Orders that conflict with these Terms shall be considered rejected without further notice. In the event of a shortage of Products, Eventgroove reserves the right to allocate available Products among customers in its own discretion. Any automatic or computer-generated response to an order shall not be deemed acceptance of an order. Acceptance takes place only when Eventgroove either (i) sends a confirmation that the Products have shipped or (ii) sends an express confirmation of acceptance. Such acceptance only relates to those Products whose shipment has been confirmed or that Eventgroove has identified in an express confirmation of acceptance. Eventgroove’s acceptance is subject to these Terms. You agree that Eventgroove may receive, use, or disclose to third parties personal data (including billing information) and other information you provide including: (i) to process your order(s) for Products; (ii) to facilitate shipment, delivery or processing of payment transaction(s); and (iii) for communications regarding your order(s) for Products. Eventgroove’s Privacy Policy at https://products.eventgroove.ca/privacy-policy/ shall apply to the handling of information including personal data you provide.
   
   
4. Shipment, Cost of Delivery, Taxes and Other Charges. Title and risk of loss, theft, damage and destruction of any Products passes to Buyer upon delivery by Eventgroove to the carrier. Buyer shall pay the costs of delivery of the Products. Any estimated arrival or delivery date is not a guaranteed delivery date. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Eventgroove is required to pay, or to collect and remit, to any local, state or federal government and which are imposed on or measured by the sale. All transactions pursuant to these Terms shall be considered taxable unless Buyer provides Eventgroove appropriate verification of current tax-exempt status.
   
   
5. Payments. Payment shall be made prior to shipment. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Eventgroove shall be made without Eventgroove’s prior, express written approval.
   
   
6. Inspection, Returns. Buyer shall inspect the Products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Buyer to provide Eventgroove with written notice of a claim within thirty (30) days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such Products. Returns require obtaining a Return Merchandise Authorization number from Eventgroove and are subject to a minimum re-stocking charge of 25% for unopened cases of Products and must be received in original and unused condition.
   
   
7. Customer Responsibilities Before Placing Orders. Buyer hereby acknowledges and agrees that the following terms shall apply to any order of Products including any Custom Products:
• Buyer is solely responsible for: spelling, punctuation or other grammatical errors by Buyer; low-resolution or inferior quality of images uploaded by Buyer to the Site; obtaining all necessary rights for the printing, reproduction, distribution, performance, or display (“Display”) of designs, logos, trademarks, copyrights, images, artwork, text and other content provided by Buyer (“Buyer Content”) (including the Display of Buyer Content on or in connection with any Products) prior to upload by Buyer of Buyer Content to the Site and providing evidence of such rights upon request by Eventgroove; design errors not made by Eventgroove (including choice of finish, quantity or product type); and damage to Products during shipping;
• Buyer represents and warrants that none of the Buyer Content (including any Buyer Content Displayed on or in connection with any Products) infringes, misappropriates or otherwise violates any copyright, trademark, trade secret, patent, know-how, database protection, privacy, publicity or other intellectual property or proprietary right (“Intellectual Property Right”);
• Buyer will carefully review all Buyer Content and correct any mistakes before placing an order;
• the generated preview (including for Custom Products) is for visual reference only and might not always match the final result;
• due to the nature of Custom Products, there will be no changes, cancellations, exchanges, returns or refunds; and
• by approving your proof of any Custom Products for printing or other Display, Buyer accepts sole responsibility for any Buyer Content and any Intellectual Property Right therein.
  
  
8.  Order Changes; Cancellations. Orders for Custom Products may not be changed, canceled, exchanged, returned or refunded. Additions to orders will be entered as separate stand-alone orders and must qualify for all terms of sale (including any volume discounts) on a stand-alone order basis. Changes or cancellations to an order for non-Custom Products must be provided in writing, may result in additional charges for labor or materials and may result in a delay in the scheduled ship date. Orders for non-Custom Products may not be changed within thirty (30) days of the scheduled ship date. Canceling an order for non-Custom Products before it has been shipped will incur a 25% cancellation fee before credit is issued. Canceling an order for non-Custom Products after it has been shipped will follow Eventgroove’s return policy, and such cancellation will be treated as a return with all applicable fees. Orders which are refused at delivery will result in assessment on Buyer of all of the related costs – including but not limited to return freight, duties, restocking fees, and other miscellaneous costs.
   
   
9.  Promotions. We may from time to time in Our sole discretion offer certain promotions, discounts, special offers and gift codes (collectively "Promotions"), including in connection with Our VIP Program (which We may offer to select customers to reward them for their loyalty and continued business) subject to the following terms and conditions:
   
   
   
• Promotions will be available for the period of time specified in the Promotion marketing material (or if no period of time is specified therein, the Promotion will be available for a limited time only at Our sole discretion);
• Promotions cannot be transferred, duplicated or sold and have no cash value;
• no adjustments will be made to prior sales;
• We reserve the right to cancel, suspend or modify any Promotions at any time in our sole discretion; and
• Promotions are void where prohibited by law.
  
  
10. Disclaimer of Warranties. 
    
    EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, ALL PRODUCTS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) OUR PRODUCTS WILL MEET BUYER’S REQUIREMENTS OR EXPECTATIONS OR (B) THE QUALITY OF ANY PRODUCTS WILL MEET BUYER’S REQUIREMENTS OR EXPECTATIONS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    
    
11. Limitation of Liability.
    
    IN NO EVENT SHALL EVENTGROOVE NOR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, EQUITY HOLDERS, CONSULTANTS, AGENTS, INDEPENDENT CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBLICENSEES, SUBCONTRACTORS, PARTNERS, ADVISORS, SUCCESSORS, ASSIGNS, AFFILIATES AND OTHER REPRESENTATIVES (“REPRESENTATIVES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND INCLUDING UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, NOR FOR ANY DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE OR PROCUREMENT OF SUBSTITUTE PRODUCTS OR GOODS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY, LOSS OF TIME, INCONVENIENCE OR UNAUTHORIZED INTERCEPTION BY THIRD PARTIES (“LOSSES”) INCLUDING ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD OR OTHERWISE LICENSED HEREUNDER, REGARDLESS OF WHETHER EVENTGROOVE WAS AWARE OF OR ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, OR CLAIMS. EVENTGROOVE’S AND ITS AFFILIATES’ AND ITS AND THEIR RESPECTIVE REPRESENTATIVES’ MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATED TO these terms FOR ALL LOSSES SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER TO EVENTGROOVE FOR THE SUBJECT ORDER(S) in the THREE (3) month period immediately preceding the circumstances giving rise to their claim. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE ON BEHALF OF EVENTGROOVE (INCLUDING ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THESE TERMS AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC PROVISIONS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.
    
    
12. Indemnification. Buyer shall indemnify, hold harmless, and defend Eventgroove and its affiliates and its and their respective Representatives from and against any claims, liabilities, damages, actions, judgments, awards, obligations, losses, penalties, fines, costs, expenses, fees, deficiencies, all amounts paid in settlement, interest, penalties, fines, of whatever kind (including reasonable attorneys' fees and costs, expert witness and accounting fees and costs and the costs of enforcing any right to indemnification hereunder and of pursuing any insurance providers (“Damages”) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") arising out of or relating to (a) Buyer’s breach of any representation, warranty or obligation under these Terms including an allegation that Buyer Content infringes, misappropriates or otherwise violates any Intellectual Property Right, and (b) allegations of negligent or intentional acts on the part of the Buyer or its Representatives.
    
    
13. Excuses for Non-Performance. If the manufacture, transfer or receipt by either Party of any Products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the Party so affected, such Party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither Party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations.
    
    
14. Intellectual Property. Eventgroove reserves the right to discontinue delivery of any Products, the manufacture, sale or use of which would, in Eventgroove’s sole discretion, infringe upon any Intellectual Property Right now or hereinafter issued, registered, or existing and under which Eventgroove or any of its suppliers or other third party providers is not licensed.
    
    
15. Seller’s Rights. If Buyer should fail in any manner to fulfill the terms and conditions hereof, Eventgroove may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Eventgroove. If for any reason, the quantities of the Products covered hereby or of any materials used in the production of the Products reasonably available to Eventgroove shall be less than Eventgroove’s total needs for its own use and for sale, Eventgroove may allocate its available supply of Products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Eventgroove deems proper in Eventgroove’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform these Terms.
    
    
16. Compliance. Buyer will comply with all applicable anti-bribery and anti- corruption laws, regulations, rules and requirements including the United States Foreign Corrupt Practices Act (“FCPA”), the laws, regulations, rules and requirements of Buyer’s country, and any other applicable laws, regulations, rules and requirements.
    
    
17. Governing Law; Jurisdiction for Legal Disputes Not Subject to Arbitration Will Be Handled in Bozeman, MT. For any actions not subject to arbitration, Buyer and Eventgroove hereby irrevocably agree to submit to the personal jurisdiction of a state court located in Bozeman, MT or the United States District Court for Montana including for all matters relating to the Site, Products and these Terms and any Claim arising therefrom or related thereto. These Terms and the relationship between Buyer and Eventgroove shall be in all respects governed by and construed in accordance with the laws of the State of Montana without giving effect to any choice or conflict of law provision or rule, except that the Federal Arbitration Act governs all provisions relating to arbitration. The UN Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
    
    
18. Dispute Resolution; Arbitration and Class Action Waiver.
    
    PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT BUYER’S LEGAL RIGHTS, INCLUDING BUYER’S RIGHT TO FILE A LAWSUIT IN COURT.
    
    We encourage Buyer to contact Us if Buyer has an issue, as most issues can be resolved without the involvement of a court or arbitrator. If negotiations do not resolve any disputes relating to Buyer’s use of the Products or these Terms, Buyer and We agree to this arbitration provision. 
    
    Placing an order for any Products constitutes Buyer’s acceptance of this arbitration provision and Buyer’s agreement that any Claims will be resolved by confidential, binding arbitration, rather than in court, except that (i) Buyer or Eventgroove may seek equitable relief in court for infringement, misappropriation or misuse of any Intellectual Property Right or Intellectual Property Right laws, and all similar or equivalent rights or forms of protection in the any part of the world for the full duration of those rights; and (ii) Buyer may assert Claims in small claims court if Buyer’s Claims qualify.
    
    SUBJECT TO THE FOREGOING, ALL DISPUTES ARISING OUT OF OR RELATED TO ANY PRODUCTS, THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN BUYER AND EVENTGROOVE, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND BUYER AGREES THAT EVENTGROOVE AND BUYER ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. BUYER AGREES THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND THAT CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED HEREUNDER AND BUYER IS IRREVOCABLY AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. CLAIMS OF MORE THAN ONE USER, CUSTOMER, INDIVIDUAL OR ENTITY CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, CUSTOMER, INDIVIDUAL OR ENTITY. The arbitration will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”) and as modified by this arbitration provision. The JAMS Rules, including instructions for bringing arbitration, are available on the JAMS website at http://www.jamsadr.com/rules-streamlined-arbitration/. The JAMS minimum standards for arbitration procedures are available at https://www.jamsadr.com/consumer-minimum-standards/.
    
    The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Buyer or by Us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the provisions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms but only to the extent necessary to provide relief warranted by the individual Claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude Buyer from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against Us for Buyer.
    
    For any actions not subject to arbitration, Buyer and Eventgroove hereby irrevocably agree to submit to the personal jurisdiction of a state court located in Bozeman, MT or the United States District Court for Montana including for all matters relating to the Site, Products and these Terms and any Claim arising therefrom or related thereto. These Terms and the relationship between Buyer and Eventgroove shall be in all respects governed by and construed under the laws of the United States (including federal arbitration law) and of the State of Montana, without regard to its conflict of law provisions.
    
    
19. No Assignment. These Terms are not transferable by either Party without the prior written consent of the other Party, except that Eventgroove may assign these Terms without Buyer’s consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Eventgroove’s assets.
    
    
20. Compliance with Laws; Export Laws. Buyer and Eventgroove shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of these Terms. Buyer agrees to adhere to all applicable US export laws and regulations with respect to the Products.
    
    
21. Miscellaneous. These Terms are the sole and exclusive statement of the Parties’ understanding and agreement with respect to the transactions contemplated by this sale (or license for Software), notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Eventgroove. These Terms constitute the entire agreement between the Parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both Parties. No waiver by Eventgroove of any of these Terms or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Terms. For purposes of these Terms, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation" and (b) the word "or" is not exclusive; (c) the words “herein,” “hereof,” “hereby,” and “hereunder” refer to these Terms as a whole; and (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa.
    
    

Last Modified: August 10, 2023