Updated February 25, 2023
THIS SERVICES AGREEMENT (“Agreement”), dated today (the “Effective Date”), is made by and between Reserv Ticketing, Inc. (“Reserv”) and you (“you” or “your”) (each a “Party” and collectively, the “Parties”). WHEREAS, Reserv provides a communications platform that enables the connection between individuals or entities seeking to obtain digital tickets to events (“Digital Tickets”) and individuals or entities seeking to sell such tickets (the “Reserv Platform”). Through the Reserv Platform, Reserv also offers information about such Digital Tickets and a method to pay for the same.
WHEREAS, you wish to avail of the Reserv Services, as defined below, and utilize the Reserv Platform to sell Digital Tickets, and are willing to do so subject to the conditions set forth in this Agreement; and
WHEREAS, this Agreement is subject to the Reserv Terms of Use (https://reserv.xyz/terms) and Privacy Policy (https://www.reserv.xyz/privacy-policy), hereby incorporated into this Agreement by reference.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereto agree as follows:
1.1 “Reserv Services” means Reserv’s electronic services provided through the Reserv Platform. Reserv serves solely as an intermediary between you and buyers of Digital Tickets. Reserv Services also include access to Reserv’s software, website and payment services (described below in Section 2) and support services as may be updated or modified by Reserv in its sole discretion.
1.2 “Transaction” means the purchase of a Digital Ticket by a buyer from you.
1.3 “User” means an end user authorized by Reserv to use the Reserv Platform and shall refer to both buyers and you.
1.4 “User Information” means information about a User, including the User’s name and contact information, which you may access through the Reserv Platform.
2.1 Usage of the Reserv Platform: After the completion of a Transaction, a buyer’s name or contact information may be provided to you. You agree and acknowledge that you will not contact any buyer nor use a buyer’s personal data for any reason outside the scope of the Transaction.
2.2 Your Relationship with Buyer: You agree and acknowledge that the Transaction creates a direct, legal relationship between you and the buyer. You further acknowledge that Reserv is not a party to the Transaction. Also, you are solely responsible to fulfill your obligations pursuant to the Transaction.
2.3 Reserv’s Relationship with You: You agree and acknowledge that Reserv: i) neither provides nor acts as a seller of Digital Tickets, ii) neither directs, influences nor controls any Transaction or any of its terms, iii) may deactivate you or otherwise inhibit your usage of the Reserv Platform for any violation of this Agreement and iv) acts, as an independent contractor, solely to collect payment from buyers on your behalf.
Because Reserv acts solely as an independent contractor, this Agreement does not create an employment relationship, partnership, joint venture or agency agreement between you and Reserv.
2.4 Ownership of Digital Tickets: You affirm that you are the sole owner of Digital Tickets and have the authority to engage in Transactions with buyers.
3.1 Fee: You may charge for the sale of each Digital Ticket. However, as consideration for using the Reserv Services, you agree to pay Reserv a service fee (“Fee”). Such Fee shall be a percentage of the transactional amount generated by the sale and in accordance with Section 3.2 and 3.3 below.
3.2 Primary Sales: For the first or “primary” sale of a Digital Ticket, you agree and acknowledge that Reserv shall receive $1 per paid Transaction.
3.3 Secondary Sales: For any resale or “secondary” sale of a Digital Ticket, you agree and acknowledge that Reserv shall receive 0% of the monetary value of such transaction.
3.4 Taxes: You agree and acknowledge that you are solely responsible to pay applicable taxes related to each Transaction.
3.5 Reserv’s Ability to Change Fees: You agree and acknowledge that Reserv can modify the Fee (as specified above in Section 3.2 and 3.3) at any time and in its sole discretion.
4.1 Credit Card Transactions: If a buyer purchases a Digital Ticket from you via credit card, Reserv will, acting as a limited payment collection agency, collect such payment from the buyer using Stripe. You will then be able to receive payment distributions through the Stripe account.
4.2 Cryptocurrency Transactions: If a buyer purchases a Digital Ticket from you via cryptocurrency, your distribution shall automatically be reflected on the blockchain.
5.1 Reserv’s Intellectual Property Rights: In accordance with the Terms of Use, as incorporated by reference herein, the Reserv Platform, and the information, data, content and materials which it contains ("Reserv Materials"), are the property of Reserv and/or its affiliates and licensors, excluding User-generated content, which Reserv has a right to use. The Reserv Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Reserv and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Reserv Materials. Any use of the Reserv Materials, other than as expressly permitted herein, is prohibited without the prior permission of Reserv and/or the relevant rights holder. The service marks and trademarks of Reserv, including without limitation, Reserv.xyz and the Reserv logo, are service marks owned by Reserv.
5.2 License of Trademark to Reserv: Throughout the term of this Agreement, you hereby grant to Reserv a non-exclusive, royalty-free, non-assignable license, to use your trademarks on the Reserv Platform.
6.1 “Term”: This Agreement shall commence on the Effective Date and, in accordance with the Terms of Use, shall continue in full force and effect until such time as it is terminated by either Party.
6.2 Termination by Reserv: Reserv may terminate this Agreement or suspend your right to use the Reserv Platform at any time for any or no reason (including, without limitation, in the event that Reserv believes that you have breached this Agreement or any policy posted on the Reserv Platform). If Reserv terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under a new name, a fake or borrowed name or the name of any third party (even if you may be acting on behalf of the third party). If Reserv terminates your account, Reserv may delete the account and all the information in it.
6.3 Termination by You: You may terminate this Agreement by completely and permanently ceasing to use the Reserv Platform.
6.4 Survival: In the event of termination of this Agreement, the following provisions shall survive: 3, 5.1, 6.3, 7, 8, 9, 10.2, 10.6 and 10.7.
7.1 By You: You hereby represents and warrants that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) if you are incorporated, you are duly organized, validly existing and in good standing under the laws of the jurisdiction of the company’s origin; (c) you have not entered into, and during the Term will not enter into, any agreement that would prevent you from complying with the terms and provisions of this Agreement; and (d) you will comply with all applicable federal and state laws in your performance of this Agreement.
7.2 Disclaimer of Warranties By Reserv: You agree and acknowledge that Reserv provides the Reserv Services on an "as is'' basis. Neither Reserv nor any of its affiliates represents, warrants or guarantees that your access to or use of the Reserv Services: (i) will be uninterrupted or error free and/or (ii) will result in any Transaction or Transaction requests. Reserv also makes no representations, warranties or guarantees as to the behavior of Users. Finally, notwithstanding Reserv’s appointment as a limited payment collection agent to you, Reserv expressly disclaims all liability for any act or omission of any User.
7.3 No Service Guarantee by Reserv: You acknowledge and agree that the Reserv Services may become unavailable at any time and for any reason, such as a scheduled maintenance. Further, you acknowledge and agree that Reserv shall not be responsible for any delays, limitations or other problems in the usage of the Reserv Platform, nor shall it be responsible for any damages, liabilities or losses that result therefrom.
The obligations set out in this Section 8 shall not apply to Confidential Information which you can demonstrate: i) is or has become publicly known other than through breach of this Section 8, ii) was in your possession prior to disclosure by Reserv, iii) was received by you from an independent third party who has full right of disclosure, iv) was independently developed by you or v) was required to be disclosed by governmental authority, provided that you give Reserv prompt written notice of the requirement. The obligations contained within this Section 8 shall survive in perpetuity.
INDEMNIFICATION: You shall indemnify, defend (at Reserv’s option) and hold harmless Reserv and its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines and taxes arising out of or related to: i) the breach of your representations, warranties or obligations under this Agreement or ii) a claim by a third party (including any User, regulator and/or governmental authority) directly or indirectly related to your use of the Reserv Services.
MISCELLANEOUS
10.1 Force Majeure: A “Force Majeure Event” is any event arising which is beyond the reasonable control of the affected Party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take all reasonable steps to mitigate the effect of the Force Major Event.
10.2 Liability: In addition to the limitation of liability provisions stipulated in the Terms of Use, neither party shall in any event be liable for any incidental or consequential damages or losses, including but not limited to, loss of profit or revenue, loss or corruption of data, any damages to reputation or goodwill.
10.3 Assignment: Reserv may freely assign or transfer any of its rights or obligations under this Agreement. However, you may not assign or transfer any of its rights or obligations under this Agreement to a third party without Reserv’s prior written consent.
10.4 Third Party Rights: This Agreement is made for the benefit of the Parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the Parties to terminate, rescind or agree to any amendment, variation, waiver or settlement under this Agreement is not subject to the consent of any person who is not a Party to this agreement.
10.5 Modification/Waiver: Reserv may, in its sole discretion, make any variation or modification to this Agreement at any time. A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the Party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
10.6 Severance: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.7 Governing Law and Jurisdiction: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be settled in binding arbitration using Kleros.io.
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