Terms of Service (Terms & Conditions) — Ticket Pros LLC
These Terms of Service (“Terms”) govern access to and use of the Ticket Pros LLC software-as-a-service platform and related websites, applications, APIs, and services (collectively, the “Service”). The Service is provided by Ticket Pros LLC (“Company,” “we,” “us,” or “our”). By creating an account, accessing, or using the Service, you (“Customer,” “you,” or “your”) agree to these Terms.
If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and “you” and “Customer” include that organization. If you do not have such authority, you may not use the Service.
Business Use Only (B2B). The Service is offered and intended for use solely by businesses and their authorized personnel. The Service is not offered for personal, family, or household use. By accessing or using the Service, you represent and warrant that you are using the Service on behalf of a business entity or for commercial purposes and that you have authority to bind the business to these Terms. Customer acknowledges that consumer protection laws designed for personal, family, or household consumers do not apply to Customer’s use of the Service.
1) Definitions
- Account Owner means the primary account holder (individual or organization) who controls the Customer account and billing.
- Authorized Users means individuals Customer authorizes to access the Service under Customer’s account, including sub-users, employees, subcontractors, agents, and other permitted users.
- Sub-Users means Authorized Users created, invited, or managed under an Account Owner’s account (including role-based or tiered accounts).
- Customer Data means data, content, files, images, documents, ticket records, extracted values, and other information submitted to the Service by or on behalf of Customer or Authorized Users.
- Usage Data means information about access and use of the Service (e.g., logs, device/browser info, feature usage, performance metrics).
- Subprocessor means a third party we use to help provide the Service (e.g., hosting, storage, email delivery, payment processing).
- Order Form means an ordering document, online checkout page, or subscription screen describing plan, pricing, limits, and any overage charges.
2) Eligibility, Registration, and Account Security
You must provide accurate and complete information when creating an account and keep it current. You are responsible for:
- Maintaining the confidentiality of credentials;
- All activity under your account, including actions taken by Authorized Users and Sub-Users; and
- Ensuring your Authorized Users comply with these Terms.
You will promptly notify us of any unauthorized use or suspected security breach.
3) Subscription Structure, Sub-Users, and Account Administration
3.1 Account Owner Control
The Account Owner is responsible for:
- Paying all fees associated with the account and any Sub-Users;
- Administering roles, permissions, access scope, and login credentials for Authorized Users;
- Reviewing and approving access to Customer Data by Authorized Users; and
- Ensuring Authorized Users are authorized to view and process the data uploaded to the Service.
3.2 Sub-User Access and Permissions
The Service may allow the Account Owner to create and manage Sub-Users and assign roles/permissions. The Account Owner acknowledges and agrees that:
- Sub-Users may be able to view, upload, edit, export, delete, or otherwise process Customer Data based on permissions set by the Account Owner;
- The Account Owner is responsible for configuring access correctly and limiting Sub-User access to the minimum necessary; and
- Sub-User actions are deemed actions of the Customer for purposes of these Terms.
3.3 Customer Responsibility for Sub-Users
Customer is responsible for Sub-Users’ compliance with these Terms, including acceptable use, confidentiality, and lawful processing of data. We are not responsible for disputes between Customer and its Sub-Users, contractors, employees, or third parties granted access by Customer.
4) License Grant and Acceptable Use
Subject to these Terms and any Order Form, we grant Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service for Customer’s internal business purposes during the subscription term.
Customer will not (and will not permit any Authorized User to):
- Reverse engineer, decompile, or attempt to discover the source code of the Service, except to the extent prohibited by law;
- Circumvent security or access controls;
- Use the Service to violate any law or infringe any third-party rights;
- Upload malicious code or conduct vulnerability scanning without our written permission; or
- Use the Service to build, train, benchmark, or support a competing product, or to copy features, workflows, or user interfaces.
5) Customer Data; Confidentiality; Privacy; Non-Disclosure
5.1 Ownership of Customer Data
As between the parties, Customer retains all right, title, and interest in and to Customer Data. We do not acquire ownership rights in Customer Data.
5.2 Confidentiality
Each party (“Receiving Party”) may receive Confidential Information of the other party (“Disclosing Party”). “Confidential Information” includes Customer Data and any non-public business, technical, operational, or financial information disclosed by a party.
The Receiving Party will:
- Use Confidential Information only to perform obligations or exercise rights under these Terms;
- Protect Confidential Information using at least reasonable care (and no less than the care it uses to protect its own confidential information); and
- Not disclose Confidential Information to any third party except as permitted by these Terms.
5.3 Privacy Clause — No Disclosure to Third Parties or Competitors
We will not sell Customer Data. We will not disclose Customer Data to competitors. We will not share Customer Data with third parties for their marketing, advertising, or competitive intelligence purposes.
We will only disclose Customer Data to third parties as strictly necessary to provide, secure, maintain, and support the Service, such as to vetted Subprocessors (e.g., cloud hosting, storage, email delivery, payment processors, error monitoring), who are bound by written confidentiality and data protection obligations at least as protective as these Terms.
5.4 Permitted Disclosures (Required Exceptions)
Notwithstanding Section 5.3, we may disclose Customer Data or Confidential Information:
- To comply with law or valid legal process (e.g., subpoena, court order). Where legally permitted, we will provide notice to Customer before disclosure.
- To protect rights and safety, including investigating fraud, misuse, or security incidents.
- With Customer’s consent or at Customer’s direction.
5.5 Aggregated / De-Identified Data
We may create and use aggregated and/or de-identified data derived from Customer Data and Usage Data to operate, maintain, analyze, and improve the Service, provided it does not identify Customer, Customer’s clients, or any individual and cannot reasonably be used to re-identify them.
5.6 Customer Representations Regarding Data
Customer represents and warrants that:
- Customer has all rights, permissions, and lawful bases necessary to upload and process Customer Data in the Service; and
- Customer will not upload data that violates law or third-party rights.
6) Security
We maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, misuse, or alteration. Customer acknowledges that no system is perfectly secure and agrees to use reasonable security practices (e.g., strong passwords, role-based access, least privilege for Sub-Users).
7) Privacy Policy; Data Processing
Our collection and use of personal data is described in our Privacy Policy (if posted), which is incorporated by reference. If applicable law requires, the parties will execute a Data Processing Addendum (“DPA”) to address GDPR/UK GDPR or similar obligations.
8) Fees, Billing, and Taxes
Fees, subscription terms, plan limits, and any overage charges are specified in the applicable Order Form or checkout page.
- Fees are due in advance unless otherwise stated and are non-refundable except as required by law.
- Customer is responsible for all taxes, duties, and governmental assessments (excluding our income taxes).
- We may suspend access for overdue accounts after notice.
Master Account Billing for Sub-Users
Where the Service supports Sub-Users under an Account Owner, Customer acknowledges that fees, usage-based charges, and overage charges generated by Sub-Users are billed to the Account Owner’s subscription unless otherwise specified in an Order Form. Customer is responsible for managing Sub-User access and monitoring usage.
9) Third-Party Services and Integrations
The Service may interoperate with third-party products or services. Your use of third-party services is governed by their terms. We are not responsible for third-party services or their availability, security, or functionality.
10) Intellectual Property
We and our licensors retain all rights, title, and interest in the Service, including all software, designs, interfaces, workflows, documentation, and trademarks. No rights are granted except as expressly stated in these Terms.
11) Feedback
If Customer provides feedback, ideas, or suggestions, Customer grants us a perpetual, worldwide, royalty-free license to use them to improve the Service without obligation to Customer.
12) Term; Suspension; Termination
These Terms begin on the earlier of (a) Customer’s first use of the Service or (b) the effective date of an Order Form, and continue until terminated.
We may suspend or terminate access if Customer materially breaches these Terms, fails to pay, or uses the Service in a way that poses a security risk or harms the Service, other customers, or third parties.
13) Data Export and Deletion
During an active subscription, Customer may export Customer Data using available features. After termination, we may retain Customer Data for a limited period (typically 30 to 90 days) to allow retrieval, after which we will delete or anonymize it in accordance with our retention practices, except where retention is required by law or necessary for dispute resolution.
Customer acknowledges that deletion may not immediately remove residual copies from backups, but such copies will be protected and deleted in the ordinary course of backup rotation.
14) Warranty Disclaimer
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
- OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO TICKET PROS LLC FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Nothing in these Terms limits liability for fraud, willful misconduct, or gross negligence to the extent such limitation is prohibited by applicable law.
16) Indemnification
Customer will indemnify, defend, and hold harmless Ticket Pros LLC and its officers, directors, employees, and agents from and against any third-party claims arising out of (a) Customer Data, (b) Customer’s or any Authorized User’s use of the Service in violation of these Terms, or (c) Customer’s or any Authorized User’s violation of law or third-party rights.
17) Changes to the Service and Terms
We may modify the Service and these Terms from time to time. If changes are material, we will provide notice (e.g., within the Service or by email). Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
18) Governing Law; Venue
These Terms are governed by the laws of the State of Missouri, without regard to conflict-of-law rules. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Missouri, and the parties consent to personal jurisdiction and venue there.
19) General
- Assignment: Customer may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or as part of a merger, acquisition, reorganization, or sale of assets.
- Force Majeure: Neither party is liable for delay or failure caused by events beyond reasonable control.
- Severability: If any provision is held unenforceable, the remaining provisions remain in full force.
- Entire Agreement: These Terms, any Order Form, and any DPA (if applicable) constitute the entire agreement regarding the Service and supersede prior agreements on the subject.
Contact
Ticket Pros LLC
601 N Broadway St
Princeton, MO 64673
support@ticketpros.io