Terms of Use for Concierge Live
Last Updated: May 22, 2020
TERMS OF USE FOR CONCIERGE LIVE
Last Updated: May 22, 2020
IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these "Terms of Use" or "Terms") describes the terms under which Concierge Live, LLC ("Concierge Live") offers each individual or entity (hereinafter, "you" or "Customer") access to its Services through the Concierge Live website and Concierge Live-branded mobile device applications (the "Site").
By accessing the Site or any content found on the Site, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site or the Services (as defined below).
You may not access the Site or the Services if you are a direct competitor of Concierge Live, except with Concierge Live's prior written consent.
1. TERM:
1.1. The term of this Agreement will commence upon Your acceptance of these terms and conditions by clicking the “I Accept” button below and completion of the account registration process for Your use Concierge Live's proprietary software and other information ("Concierge Live Site," “Site,” "Software," or "Services") will end upon termination by either You or Concierge Live in accordance with Section 5 (“Termination”).
1.2. These Terms and the account registration together comprise a binding written agreement between Customer and Concierge Live, effective as of the date of mutual execution of the Agreement by Concierge Live and Customer (this "Agreement"). Concierge Live may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://x.Concierge Live.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you. This Agreement may not be amended by You unless it is mutually agreed upon in writing by You and Concierge Live.
2. THIRD PARTY COMPONENTS:
2.1. Through the use of the Services You may have access to third-party information, or materials which may include access to our partner’s services and websites, including without limitation leagues, teams, companies, aggregators (such as Ticket Evolution), event providers, brokers and other providers of information to provide You with the data necessary to analyze Your ticket holdings (collectively, the “Third Party Data”), as well as certain websites, trading platforms, or ticket exchanges maintained by third parties (the “Third Party Sites”) (both Third Party Data and Third Party Sites shall be deemed “Third Party Offerings” for purposes of this Agreement). The Third Party Offerings are owned, licensed or otherwise controlled or maintained by the third party providers of such Third Party Offerings (the “Third Party Data Providers”). You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Third Party Data in any manner without the express written consent of Concierge Live and/or the relevant Third Party Data Provider(s). You also agree not to use Third Party Offerings for any unlawful purpose. You agree to comply with reasonable written requests by Concierge Live to protect the Third Party Data Providers’, and Concierge Live’s respective rights in the Third Party Offerings. You shall pay all reasonable attorneys’ fees that Concierge Live may incur in so enforcing this Agreement. Your obligations under this provision shall remain in effect after termination of this Agreement. You acknowledge that Concierge Live has no obligations or responsibility with respect to Third Party Offerings and Concierge Live makes no representations or warranties with respect to any such Third Party Offerings and such Third Party Offerings may be subject to their own separate terms and conditions provided or referenced by Concierge Live or Third Party Data Providers.
3. TICKET FEES PROCESSING BY CUSTOMER:
3.1. If you wish to process credit card payments in connection with the Concierge Live Site, you must first establish your own merchant bank account and an account with a provider of credit services supported by Concierge Live. Concierge Live cannot and does not guarantee that you will be able to qualify for and obtain a merchant account compatible with the Concierge Live Site.
3.2. You are responsible for testing the connectivity of your merchant account (including authorization, settlement and refund) prior to processing credit card payments at your event; and all fees and refunds for Customer tickets.
4. PRICE AND PAYMENT:
4.1. Fees. You agree to pay to Concierge Live, in U.S. Dollars, a processing fee for tickets and items managed through the Site (“Processing Fee”) (collectively, the “Fees”).
4.2. Order. You agree to pay to Concierge Live, in U.S. Dollars, an order fee for tickets purchased through the Concierge Live Marketplace Site (“Order”) (collectively, the “Order”).
4.3. Concierge Live reserves the right to increase the fees, from time to time, upon sixty (60) days prior written notice. You may cancel Your subscription under this Agreement at any time in accordance with Section 5.
4.4. Payment. You agree to provide current, valid credit card information for payment of all Fees hereunder and You authorize Concierge Live to automatically charge Your credit card: (i) for the Processing Fees, in arrears, every 30 days from term commencement date. Delinquent payments may bear interest at the rate of one and one half percent (1.5%) per month or the highest rate permitted by Law, whichever is less, from the payment due date until paid in full, and You shall be responsible for all reasonable expenses incurred by Concierge Live (including reasonable attorneys’ fees) in collecting such delinquent amounts. You are responsible for payment of all fees incurred by You prior to termination of this Agreement.
4.5. Except where prohibited by applicable law, if you pay any fees due hereunder via credit or debit card, then Concierge Live reserves the right to charge you an additional fee equal to three percent (3%) of the amount charged, and you hereby consent to such charge being made against the credit or debit card.
4.6. If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in this Agreement, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in this Agreement, limits will apply as specified by product earlier in this Agreement.
4.7. Taxes. The Fees do not include any taxes of any jurisdiction that may be assessed or imposed upon the license granted under this Agreement (or otherwise assessed or imposed in connection with the transactions contemplated by this Agreement), including sales, use, excise, value added, personal property, export, import and withholding taxes, excluding only taxes based upon Concierge Live’s net income (“Taxes”). You are responsible for any Taxes, and You will pay Concierge Live without any reduction for such amounts. If Concierge Live is obligated to collect or pay any Taxes, such Taxes will be invoiced to You, unless You provide Concierge Live with a valid tax-exempt certificate.
5. CONCIERGE LIVE MARKETPLACE ORDERS:
5.1. An Order for tickets through the Concierge Live Marketplace is not a guarantee of tickets. All Orders are subject to ticket availability and are not confirmed or accepted until Concierge Live has collected and accepted payment from the Customer and issued an Order Confirmation email.
5.2. Once a Concierge Live Marketplace Order is submitted and processed, there are no refunds, exchanges, or cancelations on any for any reason.
5.3. Customer should treat tickets like cash, as lost or stolen tickets cannot be replaced.
5.4. If an event is canceled for any reason other than an act of nature (e.g. rained out, earthquake, flood, etc.), strikes, or lockout, and not rescheduled, Concierge Live will provide a full refund for the amount paid for the tickets. Shipping charges are non-refundable. Please call our office for detailed instructions on how to obtain a refund if you do not hear from Concierge Live first. Tickets for these events must be returned via an express mail service or other traceable method in order to obtain a refund. Customers should keep a record of the return tracking number. This express mail service is at the Customer’s expense.
5.5. If any event is canceled by the organizers of the event, Concierge Live is not obligated to refund incidental expenses that you may have incurred as a result of your plans to attend the event including, but not limited to, plane or transportation expenses, hotel reservations, or rental car costs. Concierge Live is not responsible for the actions of any event organizing body when an event is canceled.
5.6. If an event is postponed or rescheduled, please retain your ticket. In most cases, the original purchased ticket will be honored for the new event date. New tickets will not need to be reissued for most rescheduled or postponed events. Refunds or exchanges will not be made for postponed or rescheduled events. It is your responsibility to verify information regarding rescheduled event dates and times prior to attending. Concierge Live is not responsible for incidental expenses related to a rescheduled event.
5.7. Occasionally, tickets will not be available to ship. In these instances, local pick up arrangements will be made and communicated to you via email or a phone call. A photo ID matching the pickup name provided is required for all local pickups. In some cases, a signature may also be required.
5.8. Concierge Live is not responsible for any tickets a Customer fails to pick up from the location specified. Please call our office immediately if tickets are not at a previously agreed upon or designated pick up location.
5.9. Our commitment to Customers for Concierge Live Marketplace Orders:
5.9.1. You will get your tickets in time for the event.
5.9.2. Your tickets will be valid for entry.
5.9.3. Your tickets will be the same as those you ordered.
5.10. If any of these things do not occur and you comply with applicable policies and timelines, we will find you comparable or better tickets to the event, or offer you a refund or credit for use on a future purchase.
6. TERMINATION:
6.1. You may terminate this Agreement for any reason by providing Concierge Live with thirty (30) days prior written notice of Your intent to terminate, provided, however, that such termination shall not affect your responsibility to pay any fees already incurred. Without prejudice to any other rights, Concierge Live may suspend Your access to the Site and/or System or terminate this Agreement, for any reason or no reason, at its discretion at any time upon the provision of written notice (including notice via email) to You. Upon termination, You shall immediately cease all access to and use of the Site and the System, except as expressly permitted under this Agreement.
6.2. In the event of non-payment by the Customer, Concierge Live reserves the right to restrict access to the Site. Customer agrees that such restrictions do not modify the amounts due under their Agreement. Concierge Live further reserves the right to suspend or discontinue support services hereunder (without terminating this Agreement) in the following circumstances:
6.2.1. your requests for support are overly excessive or duplicative of prior requests for issues that have already been addressed by Concierge Live;
6.2.2. your requests relate to the general use of the Site that are addressed via Concierge Live's training tools and resources or which a person, using reasonable efforts, can perform after completing the Concierge Live's training tools or resources; or
6.2.3. you are abusive or offensive toward Concierge Live personnel.
7. SITE ACCESS:
7.1. Subject to the terms and conditions of this Agreement, during the Term of the applicable Agreement, Concierge Live will provide you with a non-exclusive, non-transferable and revocable subscription right to access and use the Concierge Live Site as upgraded from time to time.
7.2. You may use the Concierge Live Site only for purposes of performing your internal business operations or your clients' business operations outsourced to you.
7.3. Access is limited to the version of the Software in Concierge Live’s production environment. Concierge Live may from time to time at its sole discretion update the Software and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.
7.4. Concierge Live will provide Customer online access to and use of the Software via the Internet by use of a Customer-provided browser. The Software will be hosted on a server that is maintained by Concierge Live or its designated third party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth.
8. RESPONSIBILITIES OF PARTIES:
8.1. You are responsible for any use of the Services, including without limitation for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by you or your employees or agents.
8.2. Customer represents and warrants that all data, materials and content ("Customer Data") it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to Concierge Live for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer shall defend, indemnify and hold Concierge Live harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Concierge Live or which are agreed by Concierge Live to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against Concierge Live without Concierge Live's prior written consent, such consent not to be unreasonably withheld.
8.3. Concierge Live provides optional configurable integrations with various external applications, including but not limited to Salesforce. Concierge Live is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations.
8.4. You agree that you will use the Services only for lawful purposes and in accordance with these Terms of Use. You shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services.
8.5. You agree you will not use the Site in a manner that infringes, violates or misappropriates any rights of Concierge Live or any third party; (d) You will not use the Site in any manner that constitutes or facilitates the illegal export of any software, data or other restricted or controlled items under export laws and regulations.
9. CONFIDENTIALITY
9.1. Each party agrees that:
9.1.1. it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and
9.1.2. it will not use, disseminate, or in any way disclose any Confidential Information of the disclosing party ("Discloser"), except to the extent necessary to provide the Services under this Agreement, and for any other purpose Discloser may hereafter authorize.
9.2. For purposes of this Agreement, "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents.
9.3. Recipient will have no obligation with respect to any portion of the Confidential Information which:
9.3.1. is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public;
9.3.2. was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure;
9.3.3. is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure;
9.3.4. is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or
9.3.5. is disclosed with the prior written consent of Discloser.
9.4. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.
10. OWNERSHIP AND USE OF DATA:
10.1. Customer grants Concierge Live a limited, non-exclusive right to use the Customer Data (including copyright, trademark, patent, publicity or other rights) and to disclose Customer Data to third party service providers for Concierge Live to operate the Services, all in accordance with Concierge Live’s Privacy Policy.
10.2. Customer retains any and all rights it may possess to Customer Data provided by Customer to Concierge Live through the Concierge Live Site or collected from others by Concierge Live on behalf of Customer. Such Customer Data will only be used by Concierge Live as reasonably required for providing Services as contemplated hereunder and in accordance with Concierge Live's Privacy Policy and all applicable data privacy laws and regulations laws (including the EU General Data Protection Regulation (GDPR) as and when it becomes enforceable on May 25, 2018) (collectively, "Data Privacy Policy and Rules"). Both Concierge Live and Customer will comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same.
10.3. Subject to the terms of this Section, Customer acknowledges and agrees that Concierge Live may use all data inputted into or collected by the Services, including but not limited to data related to Service utilization and Customer Data, on a historical, aggregated and anonymous basis (collectively, "Aggregate Data") in compliance with applicable laws and Concierge Live's Privacy Policy to provide the Services and for any commercial purposes, including but not limited to the distribution and provision of the Aggregate Data to other Concierge Live customers and for the preparation and distribution of benchmarking, research, and/or analytical materials. Aggregate Data shall not identify Customer as the source of any specific data, pattern or finding, nor shall it include any personally identifiable information of any individual users of the Service. Concierge Live shall maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of this Agreement. Concierge Live will be the sole and exclusive owner of all right, title and interest to such Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose on a world-wide and royalty-free basis the Aggregate Data for its business purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Concierge Live customers.
10. WARRANTIES:
10.1. CONCIERGE LIVE DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11. LIMITATION OF LIABILITY:
11.1. IN NO EVENT WILL CONCIERGE LIVE’S TOTAL LIABILITY TO YOU, whether based upon an action or claim in contract, equity, tort or otherwise, exceed AN amount equal to THE FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL CONCIERGE LIVE BE LIABLE TO YOU FOR ANY LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT, EQUITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES, EVEN IF CONCIERGE LIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2. These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
12. SENSITIVE PERSONAL INFORMATION:
12.1. Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Concierge Live Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Concierge Live shall bear no risk or liability for same.
12.2. "Sensitive Personal Information" shall be defined as:
12.2.1. the racial or ethnic origin of the data subject;
12.2.2. his political opinions;
12.2.3. his/her religious beliefs or other beliefs of a similar nature;
12.2.4. whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992);
12.2.5. his/her physical or mental health or condition (except for food allergies or medical contact information);
12.2.6. his/her sexual life;
12.2.7. the commission or alleged commission by him/her of any offense;
12.2.8. any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings;
12.2.9. national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender (except if stored in encrypted fields provided by Concierge Live for storage of such data); and
12.2.10. financial account information (other than payment card information entered securely using Concierge Live's online payments module).
13. GOVERNING LAW AND JURISDICTION:
13.1. This Agreement will be governed by and construed in accordance with the substantive laws of Georgia, without giving effect to any conflict of law provisions. You consent to venue in the State of Georgia and to the nonexclusive jurisdiction of any United States District Court in the State of Georgia, for all litigation which may be brought with respect to the terms of, and the transactions contemplated by, this Agreement unless the jurisdiction of such courts are improper, in which event a party may bring such suit, action or other proceeding in any court of competent jurisdiction in Fulton County, Georgia.
14. NOTICE:
14.1. All required notices made by You to Concierge Live under this Agreement shall be sent in writing via (i) personal delivery, (ii) nationally recognized express courier; or (iii) registered or certified mail (postage prepaid, return receipt requested) to the following address: Concierge Live, LLC, 579 Monroe Drive, NE, Suite 102-579, Atlanta, Georgia 30308. All required notices made by Concierge Live to You under this Agreement will be sent to You at the email address provided during the registration process for Your use of the Site as the same may be updated by You using the account updating tools available on the Site. Any such notices shall be deemed given upon delivery.
15. PROPRIETARY RIGHTS:
15.1. You acknowledge that Concierge Live retains all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of:
15.1.1. whether such intellectual property notices appear on the materials or
15.1.2. whether such intellectual property notices have been filed with governmental agencies.
15.2. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
15.3. You agree that you shall not disclose to anyone any proprietary or confidential information of Concierge Live which you may receive through the Services or which you may have access to on the Site, and that you will not use any such information to compete against Concierge Live or reverse engineer our product offerings.
15.4. No competitors or future competitors are permitted access to our Site or Services, and any such access by third parties is unauthorized.
15.5. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our Site or which you receive through the Services. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.
15.6. To the best of Concierge Live's knowledge, all material published by Concierge Live on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Concierge Live or another party). If you come across a situation where you suspect that this may not be the case, we ask that you contact:
Concierge Live, LLC
Attn: Business Operations
931 Monroe Drive, NE
Suite 102-579
Atlanta, Georgia 30308
17. ASSIGNMENT:
17.1. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by You without the prior written consent of Concierge Live. Concierge Live may assign this Agreement, and any of its rights, interests or obligations hereunder, without your consent.
18. THIRD PARTY RIGHTS:
18.1. Nothing contained in this Agreement is intended or shall be construed to confer upon any Person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligations of a party to any such Person, including to any suppliers, customers or subcontractors of a party.
19. FORCE MAJEURE:
19.1. Neither party will be liable for delays or failures of performance under this Agreement to the extent caused by natural disasters, acts of war or terrorism, labor conditions, governmental actions, Internet disturbance, acts of God and similar causes beyond the party’s reasonable control (“Force Majeure Event”). The party seeking relief under this Section shall use commercially reasonable efforts to resume its performance under this Agreement upon conclusion of the Force Majeure Event.
20. ENTIRE AGREEMENT:
20.1. This Agreement, including all policies, guidelines and schedules which have been incorporated into this Agreement by reference, constitutes the entire agreement between You and Concierge Live with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to such subject matter.
21. PRESS RELEASES; CUSTOMER LIST:
21.1. You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Concierge Live without Concierge Live's prior written consent.
21.2. Customer agrees that Concierge Live may use Customer's name and logo to identify Customer as a customer of Concierge Live on Concierge Live's website, and as a part of a general list of Concierge Live's customers for use and reference in Concierge Live's corporate and marketing literature.
21.3. Additionally, Customer agrees that Concierge Live may issue a press release identifying Customer as a Concierge Live customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.
22. SURVIVAL
The provisions of Sections 8, 9, 10.3, 11, and 15.1 through 15.5 of this Agreement shall survive the expiration or termination of this Agreement for any reason, and any other provisions hereof that are intended to survive the expiration or termination of this Agreement shall so survive.