This Terms of Service Agreement (“Agreement”) is made by and between Chart Chicks, LLP, (“Chart Chicks”), and you, a person, organization or other entity (“Purchaser”) placing an order for a ticket (“Ticket”) to attend for an event presented by Chart Chicks (each an “Event”). The parties, intending to be legally bound, hereby agree as follows:
BY SUBMITTING AN ORDER FOR A TICKET OR TICKETS, PURCHASER REPRESENTS THAT PURCHASER HAS READ AND UNDERSTANDS THIS AGREEMENT AND EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN AND SIGNED DOCUMENT.
1. Chart Chicks’s Services and Responsibilities/Breach. Subject to the terms and conditions set forth herein, and upon the receipt and deposit by Chart Chicks of Purchaser’s payment, Chart Chicks agrees to provide each holder of a Ticket (“Ticketholder”) a limited license to attend the Event described on the Ticket. A more detailed description of the Event may be found on Chart Chicks’s website (www.chartchicks.com) (the “Website”); however, these descriptions represent a provisional agenda only and are subject to change at any time by Chart Chicks. Chart Chicks makes no warranties regarding any Event, except as expressly stated herein. In the event that any Ticketholder breaches the terms of this limited license, Chart Chicks may, in addition to all other remedies provided by law or equity, bring an action for an injunction against Purchaser and the Ticketholder to prevent any further breach of the covenants contained in this Agreement.
2. Payment. Purchaser represents and warrants that any payment or billing information that Purchaser provides to Chart Chicks is valid and accurate in all respects. Purchaser agrees to update any and all such information promptly upon a change thereto. By providing payment or billing information to Chart Chicks, Purchaser hereby authorizes Chart Chicks agent, MSGPR Ltd Co (“Agent”) to charge Purchaser’s payment card or other account for the purchase price of any Tickets ordered, as well as any fees or other charges (such as taxes) that may be due in connection with any transactions Purchaser requests from Chart Chicks.
2.2 Orders by Check. Tickets ordered with check shall be made using the purchase form (“Purchase Form”) found on the Website. The Purchase Form may contain additional terms and conditions for Purchaser’s order, which are incorporated herein by this reference. Upon receipt and deposit of Purchaser’s full payment by check, the Purchaser shall be issued the Tickets, subject to availability.
2.3 Orders by Purchase Order. Tickets ordered by a purchase order shall be made using the Purchase Form. Upon receipt of a purchase order, Chart Chicks shall issue Purchaser an invoice for the Tickets (“Invoice”), indicating the amount due, payment terms, and other terms and conditions. Unless otherwise indicated in an Invoice, all payments on purchase orders shall be due within thirty (30) days from the date the Invoice is issued. Any terms and conditions contained in the Purchase Form or Invoice are incorporated herein by this reference. Purchaser agrees that by sending Chart Chicks a purchase order, Purchaser shall be bound by the terms of this Agreement, including without limitation, those terms relating to payments and late fees.
2.4 Late and Unpaid Invoices. Any amounts owing by Purchaser that remain unpaid when due shall (a) accrue interest (“Default Interest”) at the lower of 12% per annum or the highest rate allowable by law until paid in full and (b) shall be assessed a late fee (“Late Fee”) equal to five percent (5%) of the sum due. Default Interest shall be calculated on all amounts outstanding, including any unpaid Late Fees. In collecting any unpaid balance, Chart Chicks shall be entitled to recover from Purchaser, in addition to any amounts otherwise owing, its reasonable costs of collection, including without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.
2.5 Chargebacks. In the event that Chart Chicks suffers a chargeback or any other monetary loss because of invalid financial or payment account information provided by Purchaser, or because of any other act or omission by Purchaser in violation of this Agreement, Chart Chicks shall be entitled to recover from Purchaser, 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. Ticket Availability. Chart Chicks makes no warranties as to the availability of Tickets for any Event. Submitting an order, whether by payment card, check, or Purchase Order does not guarantee the issuance of Tickets. Upon receipt and deposit of Purchaser’s payment by Chart Chicks, Chart Chicks agrees to provide the Tickets for which such payment applies.
4. Third Party Processors. Payment for the Tickets, delivery of those Tickets, and the designation and/or substitution of a Ticketholder may be processed through our Agent by a third party processor (“Processor”). Chart Chicks and MSGPR Ltd Co are not responsible for any payment policies, additional fees, or for any other terms and conditions of a Processor. Chart Chicks makes no warranties as to the services provided by Processor and accepts no responsibility for payments made until deposited with Chart Chicks.
5. Rejection of Other Terms. Chart Chicks hereby rejects any other terms and conditions contained in any documents, agreements, correspondence or other materials forwarded to Chart Chicks by the Purchaser.
6. Orders are Non-Refundable. All submitted orders are NON-REFUNDABLE. Upon the issuance of Tickets, Purchaser is not entitled to cancel, reduce, or otherwise modify any purchase order received by Chart Chicks; provided that Purchaser may arrange for substitute attendees to participate pursuant to the Substitution Policy set forth herein. In addition to the above, in no event shall the Purchaser be entitled to a refund in the event that the Purchaser is unable to attend an Event, including as a result of inclement weather; transportation issues (e.g. cancellation or rescheduling of flights); war or acts of terrorism; disease, contamination, or other health threat; or riot, strike, or other disturbance. Tickets purchased may not be exchanged for credit for any future Event. In the event that Purchaser submits an order which Chart Chicks is unable to fulfill, Chart Chicks shall issue a refund for the portion of that order which Chart Chicks could not fulfill.
7. Cancellation. In the event that any Event is canceled, including as a result of any Act of God, Chart Chicks, at its discretion, may either (i) reschedule the Event for a later time; or (ii) provide the Purchaser with a refund for any Ticket to a cancelled Event. In the event that Chart Chicks, LLC reschedules an Event, Purchase shall not be entitled to a refund; instead, Purchaser shall be permitted to exchange any Tickets to a canceled Event to the rescheduled Event.
8. Substitution Policy. At any time prior to the occurrence of an Event, Purchaser may amend the names of any Ticketholders for such Event; provided that any such substitution shall be subject to any fees, terms, or restrictions of any Processor. Chart Chicks makes no guarantees as to the availability or timeliness of any requested substitution.
9. Ticket Delivery. Tickets shall be delivered to Purchaser by either Chart Chicks, Agent or a Processor, in whatever manner of delivery is indicated at the time of order; or, if no manner is indicated, Tickets shall be e-mailed to the Purchaser’s contact person. Chart Chicks is not responsible for lost or misplaced Tickets. Should Purchaser need to obtain replacement Tickets, Chart Chicks, Agent or Processor may charge an additional fee.
10. Customer Support. Chart Chicks is under no obligation to provide Purchaser with any customer support as to the purchase, delivery, substation, or otherwise of any Tickets. In the event that Chart Chicks does provide Purchaser any customer support, it is done as a courtesy and shall not create any additional obligations of or warranties by Chart Chicks.
11. Event Admittance and Venue Restrictions. Purchaser acknowledges that each Ticketholder must have a physical, printed Ticket to gain admittance to an Event and/or the venue hosting the Event (“Venue”). The Venue may have additional restrictions and policies relating to admittance into the Venue, including without limitation, requiring photo identification and conducting searches of Ticketholders and their belongings. Purchaser agrees to comply with any Venue polices and acknowledges that Chart Chicks is not responsible for any Venue polices or their enforcement.
12. Photo Release. By attending an Event, each Ticketholder grants Chart Chicks permission to take and use video and photographs of that Ticketholder at the Event. Each Ticketholder further grants Chart Chicks an irrevocable license to use any photograph or video for marketing materials and publications in perpetuity and the right to edit, alter and copy any image or video containing the likeness of that Ticketholder. Purchaser warrants that it has informed each Ticketholder of this release and shall indemnify Chart Chicks for any and all liabilities, claims, demands, loss, damage, cost or causes of action whatsoever in any way due to or arising out the licensed rights described in this section, as they relate to the Ticketholder.
13. No Recording/Copying. Ticketholders shall not be permitted to record any portion of any Event, whether by audio or video recording device. Should Ticketholder be given any Event materials, including without limitation hard copies, electronic files, audio files, and video files, Ticketholder shall not reproduce these materials and shall not provide any third parties with these materials.
14. Refusals of Admittance. Chart Chicks and/or the Venue, reserves the right, without refund of any amount paid, to refuse admission to, or eject, any Ticketholder whose conduct is violating any law or regulation, is deemed disorderly, who uses vulgar or abusive language, or who fails to comply with the rules of Chart Chicks or the Venue, including any requirement that Ticketholder not record or transmit any picture or reproduction of the Event. Breach of any terms or rules will terminate immediately the license of a Ticketholder to attend the Event without refund.
15. Limitation of Liability. PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT CHART CHICKS IS AN EVENT PRODUCER ONLY AND HAS NO RESPONSIBILITY FOR: (I) THE ACTIONS, POLICIES, OR PRACTICES OF, OR SERVICES PROVIDED BY, ANY PROCESSOR; OR (II) THE OPERATION, MANAGEMENT, OR CONDITION OF ANY VENUE IN WHICH THE EVENT IS HELD; OR (III) THE CONDUCT, ACTS, OR OMISSIONS OF ANY TICKETHOLDER OF AN EVENT. PURCHASER, ON BEHALF OF ITSELF AND THE TICKETHOLDERS FOR WHICH IT PURCHASED TICKETS, ASSUMES ALL RISKS, LOSSES AND LIABILITIES INCIDENTAL OR RELATED TO THE EVENT FOR WHICH A TICKET IS ISSUED, WHETHER BEFORE, DURING OR AFTER SUCH EVENT, AND IT HOLDS HARMLESS AND WAIVES ANY CLAIMS FOR PERSONAL INJURY, DEATH, PROPERTY LOSS OR ANY OTHER DAMAGE AGAINST CHART CHICKS ARISING OUT OF OR IN ANY WAY RELATING TO SUCH EVENT
16. Titles and Captions. Section titles and captions in this Agreement are inserted as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of its provisions.
17. Conflicting Terms. In the event that the terms or conditions of this Agreement conflict with any of the terms or conditions of an Event Ticket, TOU, a Purchase Form, or an Invoice, the terms hereof shall control.
18. Entire Agreement. This Agreement constitutes the entire Agreement and understanding between the parties hereto. No part of the Agreement may be altered in any way except by written agreement signed by both parties. Any oral representation or modification of any part of this Agreement shall be of no effect.
19. Severability. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Agreement and the remaining parts shall remain in force as though the valid, illegal or unenforceable portion had never been part of this Agreement.
20. Authority. Each party warrants and represents to the other that it has full power and authority to enter into and perform this Agreement; the execution and delivery of this Agreement has been authorized by all necessary action; and this Agreement constitutes a legal, valid and binding obligation of the parties.
21. Governing Law and Attorneys’ Fees. The local law of the State of Texas shall govern the parties’ rights and responsibilities under this Agreement. Any lawsuit arising under this Agreement, or a breach thereof, shall be brought to the District Court of the State of Texas for Angelina County, and the parties hereto expressly consent to the jurisdiction of said court. In the event a lawsuit arising under this contract, or for breach thereof, is based on claims over which federal court jurisdiction is exclusive, such lawsuit may be brought in the United States District Court for the Eastern District of Texas, Lufkin Division. In the event an arbitration, suit or action is brought by any party under this Agreement to enforce or interpret any of its terms, or in any appeal therefrom or in any bankruptcy action, it is agreed that the prevailing party shall be entitled to reasonable attorneys’ fees and/or collection costs.
22. Agreement Legally Binding. Purchaser acknowledges that, but for its acceptance of these terms, Chart Chicks would not have provided Purchaser with Tickets. Accordingly, Purchaser agrees, that by submitting an order to Chart Chicks, Purchaser has read the terms of this Agreement and agrees to be bound by its terms. Purchaser hereby expressly waives any argument or claim to the contrary.