VBO Tickets - Clover End User License Agreement (EULA)

Introduction

Welcome to the VBO Tickets Clover Application (“the APP”). This document, the End User License Agreement (“AGREEMENT”), governs the VBO Tickets Client’s (CLIENT) use of the APP and accompanying documentation. The APP is licensed to the CLIENT by Virtual Box Office DBA VBO Tickets (“DEVELOPER”), and is protected under copyright laws and international treaties. This AGREEMENT is solely between the CLIENT and DEVELOPER, and governs the use of DEVELOPER’s software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Review this Agreement completely. 

Acceptance of the AGREEMENT

By downloading, installing, or using the APP, the CLIENT acknowledges that they have read, understand, and agree to be bound by the terms of this AGREEMENT. The CLIENT must agree to all terms of this AGREEMENT to be permitted to download the APP. If the CLIENT does not agree to these terms, they should select decline and discontinue the download, installation, and use of the APP.

License Grant

Upon acceptance of this AGREEMENT, VBO Tickets, Inc. grants the Client a non-exclusive, non-transferable license to install and use the APP on multiple devices linked to a single Clover merchant account. This license does not include the right to make archival copies of the APP unless explicitly authorized in writing by VBO Tickets, Inc. The Client may reinstall the APP via the Clover app market.

User Responsibilities

1. The APP

1.1 App Description

Our app empowers clients to efficiently handle in-person transactions directly at their venues. It is designed to streamline various sales activities including: 

• Ticket Sales: Quick and easy processing of entry tickets for events or performances.
• Merchandise: Sale of event-related merchandise directly to attendees.
• Concessions: Efficient management of food and beverage sales at the venue.
• Memberships: Enrollment and management of memberships, enhancing visitor loyalty and engagement. 
• Donations: Facilitation of donations, providing supporters an easy way to contribute to your cause or organization.

This app is an all-in-one tool for enhancing the operation efficiency of venue-based transactions, ensuring a smooth and enjoyable experience for staff and visitors.

1.2 User Responsibilities

As a user of the APP, the CLIENT is responsible for the complete management and operation of the APP within their organization. Below are key responsibilities that they must uphold.

• Content Management: The CLIENT is solely responsible for creating and maintaining all content displayed within the APP. It is essential to understand that the APP itself primarily facilitates the sales functionality for event ticketing and merchandise. All content creation activities, including building events, entering ticketing information, and adding items for sale such as merchandise, donations, subscriptions, and memberships, are to be conducted through the VBO Tickets browser-based platform, not directly within the APP.
• Accuracy: The CLIENT is responsible for the accuracy and legality of the information entered into the system. DEVELOPER does not verify the correctness or legality of the content provided by the CLIENT and, therefore, will not be held liable for any issues that arise from incorrect or illegal content input by the CLIENT.
• Financial Management: The CLIENT is responsible for monitoring and managing all financial transactions facilitated through the APP. This includes overseeing revenue from ticket sales, merchandise, donations, and other sources. They are also responsible for closing their books and managing accounts. DEVELOPER does not manage financial records or provide financial oversight.
• Security: The CLIENT must maintain the security of the APP by safeguarding access to the system. This includes, but is not limited to, not sharing login credentials, regularly updating passwords, and monitoring access logs. They are also responsible for the security and operational integrity of any hardware used to access or run the APP.
• Compliance with Laws: The CLIENT must use the APP in compliance with all applicable local, state, national, and international laws and regulations. This includes, but is not limited to, regulations concerning privacy, consumer protection, advertising, and export control. 

By accepting this agreement and using the APP, the CLIENT acknowledges and agrees to these responsibilities. Failure to adhere to these responsibilities may result in suspension or termination of their access to the APP.

1.3 License Agreement

Upon acceptance of this AGREEMENT, DEVELOPER grants the CLIENT a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of the AGREEMENT to install and use the APP on multiple devices linked to a single Clover merchant account. 

CLIENT will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant CLIENT any rights to DEVELOPER’s (or any other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. DEVELOPER reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the APP that are not specifically granted to the CLIENT under this AGREEMENT. CLIENT will preserve and display any proprietary notices, markings, or branding associated with use of the App. This license does not include the right to make archival copies of the APP unless explicitly authorized in writing by the DEVELOPER. The CLIENT may reinstall the APP via the Clover app market.

1.4 Updates and Maintenance

• Updates: DEVELOPER periodically releases updates to enhance functionality and resolve issues in the APP. CLIENTs will be informed of available updates and any actions they need to undertake either through the APP itself or via email notifications. It is crucial that CLIENTs install these updates to ensure optimal performance and security of the APP.
• Maintenance: To maintain the highest level of service quality and enhance our infrastructure, VBO Tickets may perform routine maintenance on the APP. While we strive to minimize any inconvenience, this maintenance may occasionally lead to temporary service interruptions or delays. CLIENTs will be notified in advance of any planned maintenance activities that could impact their use of the APP.
• Support for Older Versions: VBO Tickets reserves the right to cease support for older versions of the APP after a new update is released. CLIENTs are encouraged to keep their software up-to-date to continue receiving technical support and to ensure compatibility with our latest features and security enhancements.
• CLIENT Responsibilities: CLIENTs are responsible for obtaining and maintaining all necessary equipment and services required to connect to, access, and use the APP, including, but not limited to, any Internet connectivity and associated costs. DEVELOPER is not responsible for the performance issues or incompatibilities caused by equipment, systems, or local internet connectivity that is not maintained by VBO Tickets.

1.5 Support

• Support: DEVELOPER will provide technical support for the APP, which includes assistance with installation, training, troubleshooting, and error resolution related to the software functionalities. However, support does not extend to hardware issues, including Clover device problems, nor does it cover issues related to payment gateways and credit card processing. For hardware support or payment processing issues, users should contact the respective service providers directly.
• Support Hours and Response Time: Support services are available from 9:00 AM to 5:00 PM PST, Monday through Friday. DEVELOPER aims to respond to all support inquiries within 2 hours during business days. We endeavor to resolve issues promptly, but resolution times may vary depending on the complexity of the issue. Weekend support instructions are provided by the user’s DEVELOPER account representative
• Contacting Support: Users can initiate support requests through our support email at support@vbotickets.com.
• Exclusions: Support does not include services for app customization or any third-party services and products not directly related to the APP.

1.6 Hosting and Infrastructure

Our APP is hosted on Microsoft Azure, a leading provider of cloud services. This hosting environment provides robust security, scalability, and performance capabilities that are integral to the delivery of our service.

• Data Management: All user data is stored and managed on Microsoft Azure in accordance with our Privacy Policy. We utilize Azure’s advanced security features to ensure data protection and compliance with applicable data protection laws.
• Data Security: DEVELOPER is committed to protecting the security of the event and consumer data you provide through the use of the APP. We implement a variety of security measures, including encryption, access controls, and physical security measures, to maintain the safety of your personal and financial information.

  • Encryption: All sensitive data transmitted between the APP and our servers is protected with industry-standard encryption technology.

  • Access Controls: Access to personal and consumer data is strictly limited to personnel who need access to perform their job functions. We enforce strict procedures and security features to prevent unauthorized access.

  • Physical Security: Our data centers, including those managed by Microsoft Azure, employ robust physical security measures to protect against unauthorized access to hardware and infrastructure

  • Service Reliability: While we strive to ensure maximum uptime and reliability, our services are dependent on the availability of the Azure platform. We are not responsible for any downtime or data loss caused by Azure outages or disruptions,

5.3 Use of Information

DEVELOPER may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information DEVELOPER collects about you or your consumers is subject to DEVELOPER’s privacy policy, which is accessible at https://www.vbotickets.com/privacy/.

5.4 Ideas

CLIENT may provide, or DEVELOPER may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) DEVELOPER has no obligation to notify or compensate you in connection with their disclosure or use. You release the DEVELOPER from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

7. Risk Allocation

7.1 APP Usage

The App is provided to the CLIENT “as-is” and “as-available.” CLIENT is solely responsible for determining if the APP meets their needs. DEVELOPER disclaims all warranties (express or implied) related to CLIENT’s account or the APP; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. DEVELOPER is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.

7.2 Indemnification

The CLIENT hereby agrees to indemnify, defend and hold harmless VBO, its officers, directors, shareholders, employees and independent contractors (“VBO Indemnitees”) against any and all liability, 

claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from (a) any negligent act or omission of the CLIENT, (b) any breach of any representation, warranty, covenant or obligation of under this Agreement or (c) any negligence or more culpable act or omission in the performance or nonperformance of any activity of CLIENT or any direct or indirect employees or other agents of CLIENT in connection with this Agreement. DEVELOPER may assume the defense of any third party claims that CLIENT must indemnify for (at CLIENT’s expense), and CLIENT will cooperate with the defense of these claims. CLIENT will not settle any third party claims involving more than the payment of money without DEVELOPER’s written consent.

7.3 Losses

To the extent permitted by applicable law, DEVELOPER will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

7.4 Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through amicable negotiations within 30 days of written notice. If no resolution is reached through negotiations, the parties shall proceed to arbitration.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the rules of the American Arbitration Association by an arbitrator appointed in accordance with said rules. All information exchanged during the dispute resolution process, including documents, statements, and awards, shall be treated as confidential and shall not be disclosed to any third party except as required by law or with the parties’ consent.

Each party shall bear its own legal fees, expenses, and costs incurred in connection with the dispute resolution process. The costs of arbitration, including arbitrators’ fees and administrative fees, shall be borne equally by the parties unless the arbitrator(s) determine otherwise.

This Dispute Resolution clause shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles.

The mediation process shall commence within 21 days of written notice of a dispute, and the mediation sessions shall conclude within 14 days thereafter. If mediation is not successful, arbitration proceedings shall be initiated within 30 days of the conclusion of mediation.

The parties acknowledge and agree that arbitration shall be the sole and exclusive remedy for resolving disputes under this Agreement, and the arbitrator(s) shall have no authority to award punitive damages or injunctive relief.

8. Communications

CLIENT authorizes DEVELOPER to communicate with them electronically or otherwise using the contact information provided to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). CLIENT is responsible for any fees charged by their communications provider for phone, text, or email communications that DEVELOPER sends.

9. Compliance with Privacy Laws

The App Provider makes the following additional commitments, representations, and warranties to CLIENT:

9.1 Processing Data

The App Provider will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, and not collect, retain, use, or disclose that data for any purpose other than to perform the App Provider’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will the App Provider “sell” (as defined by Privacy Laws) any such personal information.

9.2 Using Data

The App Provider will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for App Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.

9.3 Data Collection

App Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.

10. Processing Data

10.1 CCPA Compliance

App Provider will reasonably cooperate and assist Customer with meeting CLIENT’s CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of App Provider’s processing, and the information available to App Provider. App Provider will make available to CLIENT in a manner consistent with the functionality of the Service and App Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.

10.2 Assistance Requests

If App Provider receives a request from CLIENTs’ data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, App Provider will redirect the data subject to make its request directly to the CLIENT. CLIENT will be responsible for responding to any such request including, where possible, by using the functionality of the Services. App Provider shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.

10.3 Notification

App Provider must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party’s compliance with Privacy Laws relating to provisioning of the Services.

11. General

11.1 Agreement

CLIENT represents and warrants that they have authority to enter into this Agreement, creating performance obligations that are legally enforceable against them.

11.2 Modification

DEVELOPER may modify this Agreement from time-to-time and will provide notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). CLIENT’s continued use of the App indicates acceptance of any modifications to this Agreement. CLIENT must stop using and uninstall the App if they do not agree to any modifications that are made to this Agreement.

11.3 Applicable Laws

Each entity will comply with the laws, rules, and regulations (together, Laws) that apply to their respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. CLIENT will follow the requirements of all user documentation provided for the App. CLIENT will not use the App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties’ intellectual property rights.

11.4 Governing Law and Jurisdiction

The parties understand and agree that VBO provides its services in multiple jurisdictions pursuant to agreements similar to this AGREEMENT, that it is in the parties’ best interests to provide for the consistent interpretation and application of the terms of this AGREEMENT, and that it is their intention that this AGREEMENT, and performance hereunder and all suits, actions and special proceedings hereunder, be construed in accordance with and under and pursuant to the laws of the State of California.