Terms of Service

Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you and TixFox LLC, a limited liability company organized under the laws of the State of Delaware, United States ("TixFox," "we," "us," or "our"), governing your access to and use of the TixFox platform, including the website located at tixfox.co, any associated mobile applications, and all related services (collectively, the "Platform" or "Service").

You accept these Terms by taking any of the following actions:

• —Clicking "I Agree," "Accept," "Sign Up," or a similar button when creating an account or completing a transaction;
• —Creating an Event Organizer account on the Platform;
• —Accessing or using the Platform after being presented with these Terms;
• —Completing a Ticket purchase through the Platform.

By taking any of these actions, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Platform.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through a prominent notice on the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the revised Terms.

1. Definitions

• —Attendee: Any individual who purchases, holds, or presents a Ticket to attend an Event.
• —Event: Any ticketed activity, function, gathering, performance, experience, or occasion listed on the Platform by an Event Organizer.
• —Event Organizer / Organizer: Any individual or entity that creates an account on the Platform to list, manage, promote, or sell Tickets for Events.
• —Event Page: The dedicated webpage on the Platform where an Event Organizer publishes Event details and offers Tickets for sale.
• —Platform Fee / Service Fee: The fee charged by TixFox to Event Organizers for use of the Platform, as described in Section 4.
• —Stripe: Stripe, Inc., the third-party payment processor integrated with the Platform.
• —Stripe Fees: The payment processing fees charged by Stripe for processing transactions. Current Stripe pricing is available at stripe.com/pricing.
• —Ticket: A license, whether in digital or physical form, granting the holder the right to attend a specific Event, subject to the terms established by the Event Organizer.
• —Ticket Buyer / Buyer: Any individual or entity that purchases or attempts to purchase a Ticket through the Platform.
• —User Content: Any text, images, graphics, logos, photographs, videos, descriptions, or other materials that Users upload, submit, post, or transmit through the Platform.

2. Eligibility and Account Registration

2.1 Age Requirements

To create an Event Organizer account, you must be at least eighteen (18) years of age. Ticket Buyers must be at least sixteen (16) years of age, or have the consent and supervision of a parent or legal guardian. TixFox relies on this representation and has no obligation to independently verify the age of Ticket Buyers. Event Organizers are solely responsible for establishing and enforcing any age restrictions applicable to their Events.

2.2 Account Registration

To list Events and sell Tickets, you must register for an Event Organizer account. During registration, you agree to:

• —Provide accurate, current, and complete information as prompted by the registration form;
• —Maintain and promptly update your account information to keep it accurate, current, and complete;
• —Maintain the security and confidentiality of your login credentials and not share your account with any third party;
• —Accept sole responsibility for all activities that occur under your account;
• —Notify TixFox immediately of any unauthorized access to or use of your account.

2.3 Account Security

You are solely responsible for safeguarding your account credentials. TixFox will not be liable for any loss or damage arising from your failure to maintain the confidentiality of your account information. Notify us immediately at legal@tixfox.co if you believe your account has been compromised.

2.4 One Account Per Entity

Each individual or legal entity may maintain only one (1) active Event Organizer account unless expressly authorized in writing by TixFox. We reserve the right to suspend or terminate duplicate accounts without notice.

3. Description of Services

3.1 Platform Overview

TixFox provides an online software-as-a-service platform that enables Event Organizers to create Event Pages, list Events, configure ticket types and pricing, sell Tickets to Attendees, and manage event-related operations including check-in and attendee tracking.

3.2 Role of TixFox

TixFox is a technology platform provider and not a party to the transaction between Event Organizers and Ticket Buyers. TixFox does not:

• —Organize, host, manage, or control any Events listed on the Platform;
• —Own, operate, or have responsibility for any venues where Events take place;
• —Guarantee the quality, safety, accuracy, or legality of any Event or Event listing;
• —Guarantee that Events will occur as scheduled or at all;
• —Serve as an agent, broker, or representative for Event Organizers or Ticket Buyers;
• —Hold, escrow, or have custody of Ticket sale proceeds (all funds flow directly to the Event Organizer's Stripe account);
• —Mediate, arbitrate, or resolve disputes between Event Organizers and Ticket Buyers;
• —Make decisions regarding chargebacks or payment disputes (these are handled exclusively by Stripe and the relevant financial institutions).

4. Fees and Payment Terms

4.1 TixFox Platform Fee

TixFox charges Event Organizers a Platform Fee for each paid Ticket sold through the Platform:

4.2 No Monthly Fees or Setup Costs

TixFox does not charge monthly subscription fees, setup fees, annual fees, or any other recurring charges. You pay only when you sell paid Tickets.

4.3 Stripe Payment Processing Fees

In addition to the TixFox Platform Fee, Stripe charges payment processing fees for each transaction. Stripe Fees are separate from TixFox Platform Fees and are charged by Stripe, not TixFox. TixFox has no control over Stripe's fee structure. Current Stripe pricing is available at stripe.com/pricing.

4.4 Fee Collection

TixFox Platform Fees are automatically deducted from each transaction before funds are deposited into the Event Organizer's connected Stripe account. Stripe Fees are similarly deducted by Stripe during payment processing.

4.5 Fee Absorption or Pass-Through

Event Organizers may choose to:

• —Absorb fees: Include all fees in the ticket price displayed to Buyers; or
• —Pass fees to Buyers: Display fees as a separate line item at checkout, in addition to the ticket price.

4.6 Non-Refundable Fees

TixFox Platform Fees are non-refundable once a Ticket has been sold, regardless of whether the Event Organizer subsequently issues a refund, the Event is cancelled, or a chargeback occurs, except to the extent required by applicable law. This policy reflects that TixFox has fully performed its service once a Ticket transaction is successfully processed.

4.7 Fee Changes

TixFox reserves the right to modify its fee structure upon thirty (30) days' written notice to Event Organizers. Fee changes will not apply retroactively to Tickets already sold prior to the effective date.

4.8 Taxes

All fees are exclusive of applicable taxes. Event Organizers are solely responsible for determining and collecting any sales tax, VAT, GST, or other taxes applicable to their Ticket sales. TixFox does not calculate, collect, or remit taxes on behalf of Event Organizers.

5. Event Organizer Obligations

5.1 Accurate Event Information

Event Organizers represent and warrant that all information provided about their Events is accurate, complete, current, and not misleading. This includes:

• —Event name, date, time, and duration;
• —Venue name, address, and accessibility information;
• —Event description and any restrictions (age, dress code, etc.);
• —Ticket types, pricing, and availability;
• —Refund and cancellation policies.

5.2 Legal Compliance

Event Organizers are solely responsible for ensuring their Events comply with all applicable laws and regulations, including but not limited to:

• —Licensing and permit requirements;
• —Health and safety regulations;
• —Fire codes and occupancy limits;
• —Accessibility requirements under the ADA or equivalent laws;
• —Alcohol licensing and service regulations;
• —Age verification requirements;
• —Consumer protection laws;
• —Tax collection and remittance obligations.

5.3 Venue Authorization

Event Organizers represent and warrant that they have obtained all necessary rights, permissions, licenses, and authorizations to host their Events at the designated venues and to sell Tickets for such Events.

5.4 Event Fulfillment

Event Organizers are solely responsible for:

• —Hosting the Event as described in the Event listing;
• —Providing the experience, goods, or services promised to Attendees;
• —Managing event logistics, staffing, security, and operations;
• —Honoring all valid Tickets presented by Attendees;
• —Communicating any changes to Events promptly and directly to Ticket holders.

5.5 Refund Policy Disclosure

Event Organizers must establish and clearly disclose their refund and cancellation policy on their Event Page prior to selling any Tickets. Failure to disclose a refund policy means the Event Organizer agrees to provide full refunds to Buyers upon request.

5.6 Communication with Attendees

Event Organizers are solely responsible for communicating with Attendees regarding Event details, changes, cancellations, and any other matters related to the Event. TixFox is not responsible for the content of Organizer communications or ensuring that Attendees receive them.

5.7 Stripe Account

Event Organizers must create and maintain a Stripe account in good standing to receive payouts from Ticket sales. Event Organizers are responsible for complying with Stripe's terms of service and maintaining accurate banking and tax information with Stripe.

6. Ticket Buyer Terms

6.1 Nature of Tickets

A Ticket purchased through the Platform constitutes a revocable license granted by the Event Organizer to the Ticket holder to attend the specified Event, subject to the terms and conditions established by the Event Organizer and any applicable venue rules.

6.2 Transaction with Event Organizer

By purchasing a Ticket, the Buyer enters into a direct contractual relationship with the Event Organizer, not with TixFox. TixFox is the technology provider facilitating the transaction but is not a party to the Ticket purchase agreement.

6.3 Payment Authorization

By completing a Ticket purchase, Buyers authorize the charge to their designated payment method for the total amount displayed at checkout, including the Ticket price and any applicable fees and taxes.

6.4 Buyer Responsibilities

• —Reviewing the Event details, including date, time, location, and any restrictions, before purchasing;
• —Reviewing and understanding the Event Organizer's refund and cancellation policy before purchasing;
• —Safeguarding their Tickets and QR codes from unauthorized use or duplication;
• —Arriving at the Event on time and complying with venue rules and Event Organizer requirements;
• —Contacting the Event Organizer directly for any questions, issues, or refund requests related to the Event.

6.5 Refund Requests

All refund requests must be directed to the Event Organizer, not to TixFox. The Event Organizer has sole discretion over refund decisions, subject to their stated refund policy. Contact information for the Event Organizer is provided on the Event Page and in the Ticket confirmation email.

7. Payment Processing and Payouts

7.1 Stripe Integration

TixFox integrates with Stripe to process payments for Ticket purchases. By using the Platform as an Event Organizer, you agree to be bound by Stripe's terms of service, available at stripe.com/legal, as may be modified by Stripe from time to time.

7.2 Direct Payment to Organizers

TixFox does not hold, escrow, or take custody of Ticket sale proceeds. When a Ticket Buyer completes a purchase, the payment is processed by Stripe and deposited directly into the Event Organizer's connected Stripe account, minus the TixFox Platform Fee and Stripe Fees.

7.3 Payout Timing

Payout timing is governed by Stripe's policies. Event Organizers should consult Stripe's documentation regarding payout schedules.

7.4 Currency

TixFox supports multiple currencies as offered through Stripe. Event Organizers select the currency for their Events. Currency conversion fees, if applicable, are determined by Stripe and the Organizer's financial institution.

7.5 Payment Disputes with Stripe

Any disputes regarding payment processing, payout timing, account holds, or other Stripe-related matters must be resolved directly with Stripe. TixFox is not responsible for Stripe's actions, policies, or decisions.

8. Refunds and Cancellations

8.1 Event Organizer Refund Policies

Each Event Organizer establishes their own refund and cancellation policy, which must be disclosed on the Event Page. Refund policies vary by Event and may range from no refunds to full refunds under specified conditions.

8.2 Buyer's Obligation to Review Policy

Ticket Buyers are solely responsible for reviewing and understanding the Event Organizer's refund policy before completing a purchase. By purchasing a Ticket, Buyers acknowledge and accept the applicable refund policy.

8.3 Refund Processing

Refunds, when granted by Event Organizers, are processed through the Organizer's connected Stripe account. Event Organizers have sole authority and responsibility to initiate refunds. TixFox cannot process refunds on behalf of Event Organizers.

8.4 TixFox Platform Fee Non-Refundable

TixFox Platform Fees are non-refundable under all circumstances, including but not limited to:

• —Refunds issued by Event Organizers to Ticket Buyers;
• —Event cancellation, postponement, or rescheduling;
• —Chargebacks or payment disputes;
• —Ticket Buyer no-shows;
• —Force majeure events;

except to the extent required by applicable law.

8.5 Event Cancellation by Organizer

If an Event Organizer cancels an Event, the Organizer is solely responsible for:

• —Promptly notifying all Ticket holders of the cancellation;
• —Processing refunds to Ticket holders in accordance with the Organizer's refund policy and applicable law;
• —Responding to Attendee inquiries regarding the cancellation.

8.6 No Guarantee of Events

TixFox does not guarantee that any Event will take place as scheduled or at all. TixFox is not liable for any loss or damage arising from Event cancellation, postponement, or changes.

9. Disputes and Chargebacks

9.1 TixFox Does Not Handle Disputes

TixFox does not mediate, arbitrate, intervene in, or resolve disputes between Event Organizers and Ticket Buyers. Event Organizers are solely responsible for handling all complaints and claims from Ticket Buyers, including disputes regarding:

• —Event quality or content;
• —Event cancellation, postponement, or changes;
• —Refund requests;
• —Ticket validity or entry denial;
• —Any other matter related to the Event or Ticket purchase.

9.2 Chargebacks Are Handled by Payment Processors

TixFox does not decide, adjudicate, or have any role in chargeback or payment dispute outcomes. All chargebacks and payment disputes are handled exclusively by Stripe and the relevant card networks and financial institutions. The Event Organizer is responsible for responding to Stripe with any documentation or evidence required.

9.3 Financial Responsibility for Chargebacks

Event Organizers bear full financial responsibility for all chargebacks, including:

• —The amount of the original transaction;
• —Any chargeback fees imposed by Stripe or financial institutions;
• —Any negative balance in the Organizer's Stripe account resulting from chargebacks.

9.4 Excessive Chargebacks

If an Event Organizer experiences excessive chargebacks, TixFox reserves the right to:

• —Suspend or terminate the Organizer's account;
• —Restrict the Organizer's ability to create new Events;
• —Take any other action TixFox deems appropriate to protect the Platform.

10. Prohibited Events and Content

10.1 Prohibited Events

Event Organizers may not use the Platform to list, promote, or sell Tickets for Events that:

• —Illegal Activities: Involve, promote, or facilitate any activity that is illegal under applicable law;
• —Harmful or Dangerous Activities: Pose an unreasonable risk of physical harm to Attendees or third parties;
• —Fraudulent Schemes: Are fictitious, do not exist, or are designed to defraud Ticket Buyers;
• —Harmful Content: Promote or incite hatred, harassment, or violence against any person or group;
• —Adult Content Without Disclosure: Involve sexually explicit content without clear age restrictions and appropriate disclosures;
• —Weapons Sales: Primarily involve the sale or distribution of firearms, ammunition, explosives, or other weapons;
• —Controlled Substances: Involve the sale, distribution, or promotion of illegal drugs or controlled substances;
• —Illegal Gambling: Involve illegal gambling activities;
• —Intellectual Property Infringement: Infringe upon the intellectual property rights of any third party;
• —Multi-Level Marketing or Pyramid Schemes: Are primarily promotional events for MLM organizations or pyramid schemes;
• —Securities Offerings: Involve the sale or promotion of unregistered securities or investment opportunities.

10.2 Prohibited Content

Users may not upload, post, or transmit User Content that:

• —Is false, misleading, defamatory, libelous, or fraudulent;
• —Infringes any patent, trademark, trade secret, copyright, or other intellectual property rights;
• —Violates any right of privacy or publicity of any person;
• —Contains viruses, malware, or other harmful computer code;
• —Is obscene, pornographic, or sexually explicit (except where expressly permitted for age-restricted Events);
• —Promotes hatred, violence, discrimination, or harassment;
• —Violates any applicable law or regulation;
• —Impersonates any person or entity.

10.3 Enforcement

TixFox reserves the right, but has no obligation, to monitor User Content and Events for compliance. TixFox may, in its sole discretion and without prior notice:

• —Remove or disable access to any Event listing or User Content that violates these Terms;
• —Suspend or terminate the account of any User who violates these Terms;
• —Report illegal activities to law enforcement authorities;
• —Take any other action TixFox deems necessary to protect the Platform, its Users, or third parties.

10.4 Copyright Infringement Claims (DMCA)

If you believe that any User Content on the Platform infringes your copyright, you may submit a DMCA notification to our designated copyright agent including:

• —A physical or electronic signature of the copyright owner or authorized person;
• —Identification of the copyrighted work claimed to have been infringed;
• —Identification of the infringing material and information sufficient to locate it (e.g., the Event Page URL);
• —Your contact information, including address, telephone number, and email;
• —A statement of good faith belief that the use is not authorized by the copyright owner;
• —A statement, made under penalty of perjury, that the information is accurate and you are authorized to act.

DMCA notices should be sent to: legal@tixfox.co with subject line: "DMCA Notice"

11. Intellectual Property Rights

11.1 TixFox Intellectual Property

The Platform, including its design, features, functionality, software, code, text, graphics, logos, trademarks, and all other content created by TixFox (collectively, "TixFox IP"), is the exclusive property of TixFox or its licensors and is protected by United States and international intellectual property laws.

11.2 Limited License to Users

Subject to your compliance with these Terms, TixFox grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose.

11.3 Restrictions

You may not:

• —Copy, modify, adapt, translate, or create derivative works of the Platform or TixFox IP;
• —Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any Platform software;
• —Remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Platform;
• —Use any robot, spider, scraper, or other automated means to access the Platform;
• —Frame, mirror, or otherwise incorporate the Platform into any other website or service;
• —Use TixFox's name, logo, or trademarks without prior written consent;
• —Sublicense, sell, resell, transfer, assign, or distribute the Platform or any rights therein.

11.4 Feedback

If you provide TixFox with any feedback, suggestions, ideas, or recommendations regarding the Platform, you hereby assign to TixFox all rights in and to such Feedback. TixFox may use, implement, and exploit such Feedback without restriction and without any obligation of compensation or attribution to you.

12. User Content and Licenses

12.1 Ownership of User Content

Event Organizers retain ownership of all User Content they upload to the Platform, including event descriptions, images, logos, and other materials. TixFox does not claim ownership of User Content.

12.2 License Grant to TixFox

By uploading User Content to the Platform, you grant TixFox a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with:

• —Operating, providing, and improving the Platform;
• —Displaying your Event listings to potential Ticket Buyers;
• —Marketing and promoting the Platform (including featuring Events in promotional materials);
• —Any other purpose related to TixFox's business operations.

12.3 Representations Regarding User Content

By uploading User Content, you represent and warrant that:

• —You own the User Content or have obtained all necessary rights, licenses, consents, and permissions;
• —The User Content does not infringe, misappropriate, or violate any third party's rights;
• —The User Content complies with these Terms and all applicable laws;
• —The User Content is accurate and not misleading.

12.4 No Obligation to Monitor

TixFox has no obligation to monitor, screen, edit, or review User Content, but reserves the right to do so at any time. TixFox may remove or disable access to any User Content at any time for any reason without notice.

13. Privacy and Data Protection

13.1 Privacy Policy

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

13.2 Event Organizer Data Responsibilities

Event Organizers who collect personal information from Attendees are responsible for:

• —Complying with all applicable data protection and privacy laws, including GDPR and CCPA;
• —Providing appropriate privacy notices to Attendees;
• —Obtaining any necessary consents for the collection and use of personal information;
• —Implementing appropriate security measures to protect personal information;
• —Honoring data subject rights requests from Attendees.

13.3 GDPR Compliance

For information on TixFox's GDPR compliance and data processing practices for EU residents, please refer to our GDPR page.

13.4 Data Processing Agreements

Event Organizers requiring a formal Data Processing Agreement may contact us at legal@tixfox.co.

14. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TIXFOX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• —IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• —WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• —WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• —WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT OR INFORMATION ON THE PLATFORM.

TIXFOX MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE QUALITY, SAFETY, LEGALITY, OR SUITABILITY OF ANY EVENT LISTED ON THE PLATFORM, THE ABILITY OR INTENT OF ANY EVENT ORGANIZER TO FULFILL THEIR OBLIGATIONS, OR THE OCCURRENCE OF ANY EVENT AS SCHEDULED.

15. Limitation of Liability

15.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TIXFOX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• —INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• —LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS;
• —COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• —ANY DAMAGES ARISING FROM OR RELATED TO ANY EVENT, INCLUDING EVENT CANCELLATION, POSTPONEMENT, NON-OCCURRENCE, QUALITY, SAFETY, OR ANY INJURY, ILLNESS, DEATH, OR PROPERTY DAMAGE OCCURRING AT AN EVENT;
• —ANY DAMAGES ARISING FROM THE CONDUCT, ACTS, OR OMISSIONS OF ANY EVENT ORGANIZER, TICKET BUYER, ATTENDEE, OR OTHER THIRD PARTY;
• —ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF YOUR DATA, USER CONTENT, OR TRANSMISSIONS;
• —ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PLATFORM;
• —ANY CHARGEBACK, PAYMENT DISPUTE, OR ACTION TAKEN BY STRIPE OR ANY FINANCIAL INSTITUTION.

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF TIXFOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

TIXFOX'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF TIXFOX PLATFORM FEES ACTUALLY PAID BY YOU TO TIXFOX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00). THIS LIMITATION IS CUMULATIVE AND NOT PER-INCIDENT.

15.3 Exceptions to Limitation

THE LIMITATIONS IN SECTIONS 15.1 AND 15.2 SHALL NOT APPLY TO:

• —LIABILITY ARISING FROM TIXFOX'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;
• —YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 16;
• —YOUR BREACH OF SECTION 11 (INTELLECTUAL PROPERTY RIGHTS);
• —YOUR PAYMENT OBLIGATIONS FOR FEES OWED TO TIXFOX;
• —LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

16. Indemnification

16.1 Indemnification by Event Organizers

Event Organizers agree to indemnify, defend, and hold harmless TixFox and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to:

• —Your Events, including any claims by Attendees, venues, performers, vendors, or other third parties;
• —Your violation of these Terms or any applicable law;
• —Your User Content, including any claim that it infringes or violates any third party's rights;
• —Any dispute between you and any Ticket Buyer or Attendee;
• —Any chargeback or payment dispute related to your Events;
• —Any injury, illness, death, property damage, or other harm at or in connection with your Events;
• —Your failure to obtain necessary permits, licenses, insurance, or other authorizations;
• —Your negligence, misconduct, or breach of any representation or warranty in these Terms.

16.2 Indemnification by Ticket Buyers

Ticket Buyers agree to indemnify, defend, and hold harmless TixFox from claims arising out of your willful misconduct or fraud in connection with your use of the Platform, or your violation of any applicable law in connection with attending any Event.

16.3 Indemnification Procedure

TixFox may, at its option, assume defense of any claim subject to indemnification. You agree to cooperate with TixFox in such defense.

17. Dispute Resolution and Arbitration

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact TixFox at legal@tixfox.co to attempt to resolve the dispute informally. You agree to allow at least thirty (30) days for informal resolution before initiating any arbitration or legal proceeding.

17.2 Binding Arbitration

If we cannot resolve a dispute informally, you and TixFox agree that any dispute arising out of or relating to these Terms or your use of the Platform will be resolved exclusively through binding individual arbitration, rather than in court, except that either party may bring individual claims in small claims court if the claims qualify.

17.3 Arbitration Rules and Forum

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, or, if AAA is unavailable, by JAMS under its applicable rules. The arbitration will be conducted in English and held in New Castle County, Delaware, or via telephone or video conference if mutually agreed.

17.4 Arbitration Fees

If your claim is for $10,000 or less, TixFox will pay all arbitration filing fees, administration fees, and arbitrator fees. If your claim exceeds $10,000, fees will be allocated in accordance with the applicable arbitration rules.

17.5 Class Action Waiver

You and TixFox agree that each party may bring disputes only in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or private attorney general action. The arbitrator may not consolidate more than one party's claims.

17.6 Jury Trial Waiver

To the extent permitted by law, you and TixFox waive any right to a jury trial in any legal proceeding arising out of or related to these Terms or your use of the Platform.

17.7 Opt-Out Right

You may opt out of the arbitration and class action waiver provisions by sending written notice to legal@tixfox.co within thirty (30) days of first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out.

17.8 Exclusive Jurisdiction for Non-Arbitrated Claims

For any disputes not subject to arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

17.9 Time Limitation

Any dispute must be brought within one (1) year after the cause of action arises, or the claim is permanently barred, except as prohibited by applicable law.

18. Termination

18.1 Termination by You

You may terminate your Event Organizer account at any time by contacting us at legal@tixfox.co or through your account settings. Termination does not relieve you of any obligations that accrued prior to termination, including obligations related to Events for which Tickets have been sold.

18.2 Termination by TixFox

TixFox may suspend or terminate your access to the Platform at any time, with or without cause or notice, including but not limited to:

• —Violation of these Terms;
• —Fraudulent, illegal, or harmful activity;
• —Excessive chargebacks or disputes;
• —Complaints from Ticket Buyers or other Users;
• —Request by law enforcement or government agency;
• —Unexpected technical or security issues;
• —Extended periods of inactivity;
• —Discontinuation of the Platform or any features thereof.

18.3 Effect of Termination

Upon termination:

• —Your right to access and use the Platform immediately ceases;
• —TixFox may delete your account information and User Content (subject to retention requirements);
• —All provisions of these Terms that by their nature should survive termination shall survive, including Sections 4.6, 9, 10.4, 11, 12.2, 13, 14, 15, 16, 17, and 19.

18.4 Outstanding Obligations

Termination does not affect:

• —The obligation of Event Organizers to fulfill Events for which Tickets have been sold;
• —The obligation of Event Organizers to process refunds as required by their stated policies or applicable law;
• —Any fees or amounts owed to TixFox;
• —Any rights or obligations that accrued prior to termination.

19. General Provisions

• —19.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
• —19.2 Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and TixFox regarding your use of the Platform and supersede all prior agreements.
• —19.3 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force.
• —19.4 Waiver: The failure of TixFox to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• —19.5 Assignment: You may not assign or transfer these Terms without TixFox's prior written consent. TixFox may freely assign these Terms without restriction.
• —19.6 No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.
• —19.7 Notices: Notices to you will be sent to the email address associated with your account. Notices to TixFox should be sent to legal@tixfox.co.
• —19.8 Force Majeure: TixFox shall not be liable for any failure or delay in performing any obligation under these Terms where such failure results from causes beyond TixFox's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, or failure of third-party services including Stripe.
• —19.9 Relationship of the Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and TixFox.

20. Contact Information

If you have any questions about these Terms or the Platform, please contact us at:

• —TixFox LLC
• —Email: legal@tixfox.co
• —For DMCA/Copyright Notices: Email legal@tixfox.co with subject line "DMCA Notice"

By using the Platform, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them.