E-ACCESS HUB TICKETING SERVICES AGREEMENT
THIS TICKETING SERVICES AGREEMENT ("Agreement") is made by and between E-Access Hub, with a primary place of business at 73b Lafiaji Way, Dolphin Estate, Ikoyi, Lagos (“"Company," "E-Access Hub," "We," "Us," or "Our" ), and you, a person, organization or other entity (an “Event Organizer” or "You" or "Your")
E-Access Hub is in the business of providing tickets that allow the ticket holder or purchaser (each, a "Purchaser") attendance at, access to, or participation in, events (including streamed events), venues and other activities (each, an "Event"). You, as an Event organizer, are authorized to provide access to such Events. The parties, intending to be legally bound, hereby agree as follows:
By clicking the "create event" button, You represent that You have read and understand this agreement, the terms of service ("TOS"), and the privacy policy, each hereby incorporated by reference, and expressly agree to, and consent to be bound by, all of the terms and conditions contained therein. This agreement shall have the same legal effect and force as a written and signed document. If You do not agree to all of the terms and conditions, We will promptly cancel this transaction and You will be unable to access the eaccesshub.com website (the "platform") and the services that it offers. We reserve the right to decline Your request for services for any reason and without notice.
1. OUR SERVICES AND RESPONSIBILITIES
E-Access Hub shall provide the following services ("Services") under this Agreement:
i. Display and list Your event on E-Access Hub's platform, located at the following world wide web address: http://www.eaccesshub.com, including where applicable, streaming Your event.
ii. Accept and process online orders for tickets to Your event and, process all card and other payments to said event on Your behalf.
iii. Provide an accounting to You of our fees and charges for each ticket sold by us. Payments are processed through the E-Access Hub payment processing gateway (the "Gateway").
2. FEES, CHARGES, AND PAYMENT METHODS
2.1. Overview - For tickets sold on the E-Access Hub platform, payments will be made to You by E-Access Hub. E-Access Hub charges a per-ticket commission for our services. Our pricing policy, which can be found at https://eaccesshub.com/public/E-Access_Hub_Brochure.pdf and is incorporated by reference herein, and which may change periodically.
All Fees and any other monies contemplated by this Agreement are payable in Naira, or in any foreign currency accepted by E-Access Hub for Events in another country or jurisdiction.
2.2. Fees, Charges and Payment Methods - When You elect to use the Gateway for the collection of event registration fees,
i. E-Access Hub will collect all event registration fees on Your behalf from the Purchaser and deduct all applicable fees from the event registration fees passed along to You.
ii. E-Access Hub will make all payments to You (event registration fees minus applicable commission due to E-Access Hub, including any prior balance due to E-Access Hub for any reason) via bank transfer into the account you authorize. You represent, warrant and covenant that the account information provided to us is accurate and You will update this information as necessary to maintain its accuracy.
iii. E-Access Hub will use commercially reasonable efforts to submit payment for the balance due to You within three (3) business days after the end date for the Event to which the registration fees correspond, provided that E-Access Hub reserves the right to withhold funds at any time as E-Access Hub in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies,
2.3. Refunds
i. It is your responsibility to communicate Your refund policy to Purchaser. In the event of canceled or postponed events, your refund policy is superseded by E-Access Hub's refund policy as described in (ii) below. You shall ensure that your refund policy is consistent with the terms of this Agreement, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between You and the Purchaser, and E-Access Hub will not be liable for any decision to issue or not issue refunds in the course of the use of our platform.
ii. Individual Refunds. If a Purchaser desires to request a refund, the Purchaser must request the refund from You, the Event Organizer. If You desire to fulfill the request, You can contact E-Access Hub to process the refund. E-Access Hub will use commercially reasonable efforts to process refunds issued and requested to be issued by the Event Organizer in a timely manner after You authorize the issuance of the refunds. E-Access Hub has no responsibility to provide individual refunds which have not been authorized by the Event Organizer, in accordance with this provision. In addition, E-Access Hub will NOT issue any refund to a Purchaser unless and until sufficient funds for the refund have been received from the Event Organizer.
iii. Canceled or Rescheduled Events. No payments shall be made to an Event Organizer from E-Access Hub with respect to any event that is cancelled (or for which the Event Organizer otherwise authorizes a refund). If an Event is canceled, a refund shall be issued to the Purchaser. An Event Organizer will be sent an invoice for all fees due to E-Access Hub for such Events. Upon payment of all such fees, E-Access Hub will issue a full refund to the Purchaser. If an Event Organizer fails to submit payment to E-Access Hub for its fees in a timely manner, E-Access Hub will process refunds for the canceled event less all applicable Fees and the Event Organizer shall thereafter be required to refund the fees directly to Purchaser and E-Access Hub shall have no further liability or obligation. If an event is rescheduled, E-Access Hub will use its sole discretion to determine whether it is considered a cancellation and therefore subject to the refund policy described in this section.
iv. Notwithstanding the foregoing, You acknowledge and agree that, to protect its reputation and the integrity of the platform, E-Access Hub shall have the right (but not the obligation) to force or provide a refund to Purchaser of any or all amounts paid for tickets at any time for any reason or no reason, including without limitation if E-Access Hub receives complaints from a substantial number (as determined by E-Access Hub in its sole discretion) of Purchaser with respect to an Event Organizer or the applicable Event, or E-Access Hub determines in its sole discretion that the Event Organizer has engaged in any fraudulent activity or made any misrepresentations. E-Access Hub shall have no liability whatsoever to an Event Organizer in connection with or arising from any such decision to force or provide refunds.
v. Confirmation - Upon receipt of a payment from each individual ticket purchaser, E-Access Hub generates an event ticket. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by E-Access Hub through the Services (and not returned or voided), and it is Your responsibility to verify any event restrictions prior to the subject event. If We learn that You are not honoring our ticketing commitments, We reserve the right, in our sole discretion, to terminate Your account without liability or further obligation.
2.4. Collection Costs - In the event that You do not pay to E-Access Hub upon request any amount required to be paid by You under this Agreement, E-Access Hub shall be entitled to recover from You, in addition to any amounts otherwise owing, its reasonable costs of collection, including, without limitation, collection agency fees, reasonable attorneys' fees, and court costs.
3. TAXES
You are responsible for (and will indemnify and hold harmless E-Access Hub against) all taxes or other governmental charges associated with Your Event or Your sale of tickets through the Services (excepting taxes based on E-Access Hub's net income). For example, some states may charge an entertainment or other tax on certain types of events. It is Your responsibility to know if any applicable laws apply to you and to adjust the ticket price accordingly to account for your payment of these taxes.
If E-Access Hub determines that it is required to collect or pay any such taxes or other charges, it may deduct such amounts from any balance payable to You under this Agreement or else invoice You for such taxes or other charges. E-Access Hub reserves the right to withhold the payment of any amounts owed to You hereunder if E-Access Hub suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Agreement or the TOS, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by E-Access Hub).
4. EVENT RESTRICTIONS
When submitting Your Event to E-Access Hub to be listed or streamed on Our Site, it Your responsibility to provide to E-Access Hub any event restrictions associated with said Event. Any Event that requires a restriction for admission, including, but not limited to, age, organizational affiliation, hardware or software requirements, or other characteristics or requirements, must be clearly stated by You upon submission to Us. It is Your responsibility to ensure that said restriction is lawful and does not violate any federal, state, or local laws, or any applicable foreign laws, prior to submitting the Event to Us. It is also Your responsibility to verify that all customers can be admitted to or view Your Event, as applicable.
5. ACCESS; SAFEGUARDS
You understand and agree that the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our reasonable control or which are not reasonably foreseeable by us, such acts of government or the malicious or criminal acts of third parties.
You have established, and shall at all times during the term of this Agreement maintain and comply with, reasonable administrative, organizational, technical, and physical controls that prevent the Site from being accessed or used in any manner in violation of any applicable terms or other agreements between E-Access Hub and ticket purchasers (including in violation of any prohibitions or use restrictions contained therein, such as prohibitions on copying the website or any of its content). You shall immediately notify E-Access Hub in writing upon becoming aware of any such conduct or activity. In addition to Your other indemnification obligations in this Agreement, You hereby agree to indemnify, defend, and hold harmless E-Access Hub and its affiliates from and against any claims, actions, demands, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by the indemnitees as a result of or in connection with any such conduct or activity.
6. REPRESENTATIONS AND WARRANTIES
You represent and warrant the following: (i) You are a host, producer, promoter, presenter, or manager of the Event; (ii) You have the authority and right to offer, sell, and honor the tickets to the Event sold on Our Site; (iii) the Event itself and any material or content provided by You to Us for use on Our Site is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, and do not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; and (iv) the Event and the sale of tickets to the Event do not constitute a violation of any federal, state, and/or local law.
7. USE RESTRICTIONS
You will not use the E-Access Hub Site or Service for unlawful purposes. You will not submit, stream, or otherwise provide or make available any information or content that is defamatory, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the legal rights of third parties through or using the E-Access Hub Site or Service. You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the E-Access Hub Site or Service for purposes of creating or compiling that content for any purpose other than your authorized use of the E-Access Hub Site or Service as permitted by this Agreement. You will not access, use, or copy any portion of the E-Access Hub Site or Service, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms. You will not use the E-Access Hub Site or Service to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the E-Access Hub Site or Service or any computers, hardware, software, system, data, or networks.
You will not engage in activities that aim to render the E-Access Hub Site or Service or associated services inoperable or to make their use more difficult.
8. DISCLAIMER OF WARRANTIES
E-ACCESS HUB’S SITE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. E-ACCESS HUB DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITE OR SERVICES. E-ACCESS HUB DOES NOT WARRANT OR GUARANTEE THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, E-ACCESS HUB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. E-ACCESS HUB HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CONTENT OR USER COMMUNICATION.
9. INDEMNITY FOR THIRD-PARTY ACTIONS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD HARMLESS E-ACCESS HUB, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “E-ACCESS HUB PARTIES”) FROM AND AGAINST (I) ALL CLAIMS, LOSSES, LIABILITIES, SETTLEMENTS, FINES, PENALTIES, ACTIONS, LAWSUITS AND LEGAL ACTIONS BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE E-ACCESS HUB PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE E-ACCESS HUB SITE OR ANY SERVICES OFFERED BY E-ACCESS HUB; (B) YOUR VIOLATION OF THESE TERMS; (C) ANY CONTENT OR FEEDBACK YOU PROVIDE; (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY; (E) ANY CANCELLATION, POSTPONEMENT, RESCHEDULING, OR DELAY OF AN EVENT; OR (F) ANY ALLEGATION THAT THE CONTENT YOU PROVIDE OR DATA OR INFORMATION YOU INPUT INTO THE E-ACCESS HUB SITE INFRINGES, MISAPPROPRIATES, OR VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY (COLLECTIVELY, “THIRD-PARTY ACTIONS”); AND (II) ANY AND ALL LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS AND EXPENSES (INCLUDING PAYMENT OF THE E-ACCESS HUB PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE E-ACCESS HUB PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE E-ACCESS HUB PARTIES, OR MADE BY ANY OF THE E-ACCESS HUB PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD-PARTY ACTION (COLLECTIVELY, “THIRD PARTY RELATED LOSSES”).
YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATIONS TO THE E-ACCESS HUB PARTIES APPLY EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE E-ACCESS HUB PARTIES.
HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION THAT WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE E-ACCESS HUB PARTIES, OR GROSS NEGLIGENCE OF THE E-ACCESS HUB PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE.
“THIRD PARTY” INCLUDES, AMONG OTHERS, OTHER USERS OF THE E-ACCESS HUB SITE, YOUR SPOUSE, PARTNER, FAMILY MEMBERS, GUESTS, NEIGHBORS, ROOMMATES, TENANTS, AND EMPLOYEES, AND ANY INSURANCE COMPANY.
E-Access Hub reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify E-Access Hub and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without E-Access Hub prior written consent.
10. LIMITATION OF LIABILITY
UNDER[A1] NO CIRCUMSTANCES WILL E-ACCESS HUB BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) YOUR USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND/OR (E) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO THE TOTAL FEES AND CHARGES PAID BY ‘THE PARTNER’ TO E-ACCESS HUB AND WILL NOT EXCEED THAT AMOUNT.
11. MISREPRESENTATION OF EVENT
The Event must be accurately and truthfully described when an Event Organizer submits the Event listing to E-Access Hub to be posted on the Site. If We discover and determine, in Our sole discretion, that You misrepresented the Event, We will cancel the Event and may issue a refund to ticket purchasers (net of any Fees) as provided in this Agreement. If We determine that You repeatedly engage in the conduct described in this paragraph, Your account will be terminated and any other Events submitted by You will be cancelled pursuant to this Agreement and E-Access Hub reserves the right to take other actions or pursue additional remedies as permitted by law.
12. TECHNICAL SUPPORT
E-Access Hub will provide technical and other customer support to an Event Organizer by which You may obtain technical assistance in dealing with any difficulties which may arise in connection with your use of our Site. Event Organizers may access support at support@eaccesshub.com. We attempt to provide such support in a timely manner but make no guarantees that we will respond to your inquiry by a particular time.
13. CONFIDENTIALITY AND NON-DISCLOSURE
You understand and acknowledge that E-Access Hub is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledge that the services which We perform involve the furnishing of Confidential Information to You including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of E-Access Hub depend, in part, upon You keeping such Confidential Information confidential. You agree to use Your best efforts to protect Our Confidential Information and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of Us, You agree that You shall not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by Us. If You are requested or required to disclose Confidential Information pursuant to legal proceedings, You shall promptly notify Us so that We may prepare a response to said legal proceedings and You shall cooperate with Our efforts to obtain a suitable protective order.
14. NON-SOLICITATION
You agree that You shall not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of Our customers (including any Purchaser or Event Organizers you interact with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying Our customers' relationship with Us.
15. PROMOTION OF EVENT
An Event Organizer shall use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns, which state that tickets to Your Event shall be available for sale at the E-Access Hub Site.
16. TERMINATION
Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon seven (7) calendar day’s notice to the other as provided in the paragraph titled "Notice" in the TOS. If You terminate this Agreement after you have submitted your Event to us, Your Event shall be cancelled as provided in this Agreement.
17. REFERENCES
You grant us a limited, worldwide, royalty-free license to reproduce and use Your company or organizational name, logos and trademarks (and to authorize our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including print and Internet), whether now or hereafter existing, for the purpose of referring to you as a E-Access Hub customer and/or describing our Services for you.