Last Updated: June 30, 2022

Hello, and thank you for partnering with Etix! The following are the API Partner Terms of Use (“Partner Terms” or “Terms”) that govern your and/or the company you represent (collectively, “you” or “Partner”) use of the Etix (“us” or “our”) application programming interface (“Etix APIs”) and any software development kits, software, tools, plugins, code, technology, content, or others services that enable you to develop functionality, retrieve data from Etix, or provide data to Etix (collectively, the “Etix Platform”). If you are using the Etix APIs and Etix Platform on behalf of a company, you represent and warrant that you have authority to bind that entity to these Terms.

Please read the following terms carefully. By using or allowing someone to use the Etix APIs and Etix Platform on your behalf, you expressly agree to these Partner Terms, as may be updated from time to time at Etix′s sole discretion. If you do not agree to the Partner Terms and execute an API Partner Agreement with Etix, you will not be entitled to use the Etix APIs and Etix Platform, and Etix does not grant you a license to use the Etix APIs and Etix Platform. If there is a conflict between the Partner Terms and any terms in the API Partner Agreement you execute with Etix, the terms in the API Partner Agreement will control for that conflict.

Etix reserves the right to make changes to these Partner Terms at any time, effective immediately upon our posting them to Etix website or sending them to you electronically via the Etix Platform or by email to provide notice of any such changes. The “Last Updated” date above will tell you when these Partner Terms were last revised. By continuing to use the Etix APIs and Etix Platform after that date, you expressly agree to the changes.

In order to register or use any part of the Etix Platform, including the Etix APIs, you must be at least eighteen (18) years old, a United States resident, and legally capable to enter into contracts.

In order to access the Etix APIs and parts of the Etix Platform, you may be required to provide certain information (such as identification or contact details) as part of the registration process, or as part of your continued use of the Etix APIs and Etix Platform (e.g., to create an “Etix Account”). You agree that any registration information you provide Etix will always be accurate and up to date, and that you will inform us or update your Etix Account promptly with any updates. Etix Account credentials and information (such as usernames, passwords, and keys) are intended to be used solely by you. You agree to keep your Etix Account credentials confidential and are solely responsible for any activity via your Etix Account.

Upon acceptance of these Partner Terms, Etix hereby grants to Partner, during the Term, a revocable, non–transferable, non–sublicensable, non–exclusive, royalty–free, limited license to use the Etix APIs and Etix Platform to enhance your websites and applications (“API Clients”). During the Term, Etix will provide Partner access to use the Etix APIs and Etix Platform solely for the purpose of using the APIs and Platform in connection with Partner′s API Clients. No other rights or licenses are provided.

Any payment processing for goods and services through the Etix APIs or Etix Platform will be governed by Etix′s Terms of Use, located at https://www.etix.com/ticket/online3/terms.jsp, and Etix′s Purchase Policy, located at https://www.etix.com/ticket/online3/purchase-policy.jsp.

Partner agrees to:

• comply with all applicable laws, regulations, and third–party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws);
• not use the Etix APIs or Etix Platform to encourage or promote illegal activity or violation of third–party rights;
• create and maintain quality products that function as expected, including all API Clients that use the Etix APIs or other parts of the Etix Platform, and hold all Partner′s affiliates, agents, sub-partners and sub–contractors accountable for doing the same;
• not violate any other terms of service or agreements with Etix and to comply with the Etix Terms of Use at https://www.etix.com/ticket/online3/terms.jsp;
• require all end users of Partner′s API Clients to comply with all applicable laws and regulations, including the Etix Terms of Use at https://www.etix.com/ticket/online3/terms.jsp;
• only access (or attempt to access) Etix APIs or the Etix Platform by the means described by Etix (e.g., if Etix assigns you credentials as in connection with an Etix Account), you must use them when accessing the Etix Platform and will not misrepresent or mask either your identity or your end users′ identities when using the Etix APIs, Etix Platform, or an Etix Account.
• remove from your API Clients immediately, and not later than 24 hours after being notified, any content owned by Etix or a third party, such as event information, or other information or tickets that Etix or the owner asks you to remove;
• treat any confidential information provided to Partner from Etix in accordance with any other agreements made between Partner and Etix relating to the handling of such confidential information;
• disclose on your API Clients through a privacy policy or otherwise how you collect, use, store, and disclose data collected from end users, including, where applicable, that third parties (including advertisers) may provide advertisements and collect information directly from visitors and may place or recognize cookies on visitors′ browsers.

Partner shall not:

• use the Etix APIs or any part of the Etix Platform for any API Clients that replicate or attempt to replace the unique essential user experience provided by Etix;
• use the Etix APIs or Etix Platform for any illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another′s privacy, abusive, threatening, obscene, or that infringes the rights of others;
• use the Etix APIs or Etix Platform to post automated content to Etix, including likes and comments that were not initiated and entered by an Etix user;
• attempt to cloak or conceal your identity when requesting authorization to use the Etix APIs or Etix Platform;
• cache or store any Etix content made available via Etix′s website, applications, the Etix APIs, or Etix Platform, other than for reasonable periods in order to use the Etix APIs and Etix Platform for your API Clients;
• reverse engineer or attempt to extract the source code from any Etix APIs or the Etix Platform or any related software, except to the extent that this restriction is expressly prohibited by applicable law;
• use the Etix APIs or Etix Platform for any API Clients that constitute, promote, or are used in connection with spyware, adware, or any other malicious programs or code designed to interrupt, destroy or limit the functionality of any software or hardware. Notwithstanding any other provision of these Terms, if activities of the Partner cause undue technical stress to the Etix APIs and Etix Platform, interferes with use of the Etix APIs and Etix Platform by others, or transmits information or transactions that Etix believes are illegal or fraudulent, Etix reserves the right to revoke your Etix Account and block access immediately and indefinitely to part or all of the Etix APIs and Etix Platform;
• use the Etix APIs or Etix Platform in a manner that adversely impacts the stability of Etix′s servers or adversely impacts the behavior of other websites or applications using the Etix APIs or Etix Platform;
• sell, lease, or sublicense the Etix APIs or Etix Platform, including access thereto, or derive revenues from the use or provision of any part of the Etix Platform, whether for direct commercial or monetary gain or otherwise, except as set forth herein;
• remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the Etix APIs or Etix Platform;
• distribute, sell, lease, rent, lend, sublicense, or provide any access to any part of the Etix APIs and Etix Platform to any third party;

In its sole discretion, Etix may set and enforce limits on your use of the Etix APIs and Etix Platform (e.g., by limiting the number of requests that you may make or the number of end users you may serve). You agree to, and will not attempt to circumvent, such limitations. If you would like to use any Etix APIs or other party of the Etix Platform beyond these limits, you must obtain Etix′s express consent (and Etix may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).

• The Etix APIs and Etix Platform may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Etix′s rights apply to the Etix APIs and Etix Platform, and all output and executables of the same, excluding any software components developed by you which do not themselves incorporate the Etix APIs or any other part of the Etix Platform or output or executables of the same. You agree to abide by all applicable intellectual property rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms. Etix owns all rights, title, and interest in and to the Etix APIs. Etix does not acquire ownership in your API Clients, and by using the Etix APIs and Etix Platform, you do not acquire ownership of any rights in our APIs or Platform or the content that is accessed through the same. These Partner Terms grant you no right, title, or interest in any intellectual property owned or licensed by Etix including but not limited to the Etix APIs, any part of the Etix Platform, or Etix′s other intellectual property (e.g., trademarks, trade names, copyrights, etc.). Partner agrees not to act in any manner inconsistent with such ownership and agrees that it will not challenge Etix′s ownership of the Etix APIs, the Etix Platform, any of Etix trademarks or other intellectual property rights, or challenge the validity of the licenses granted under these Terms.
• Partner may provide feedback to Etix regarding the Etix APIs and Etix Platform and any modifications, enhancements, updates and derivative works thereof. Etix will own and have a right to fully exploit such feedback regarding any modifications, enhancements, updates and derivative works as it deems appropriate. Partner agrees to and hereby assigns all rights to Etix necessary to accomplish the same.
• The entire contents of Etix′s websites, applications, Etix APIs and Etix Platform are protected by copyright law. Etix′s names and logos are registered trademarks of Etix. All other images, logos, or names on Etix′s website, applications, the Etix APIs and Etix Platform, are trademarks of their respective owners. Etix′s website, applications, the Etix APIs and Etix Platform, and the software used to power the same and any content incorporated therein are the sole property of Etix and may not be recorded, redistributed, sold, de–compiled, or reverse engineered in any way. None of the content from Etix′s website, applications, or the Etix APIs and Etix Platform may be copied, transmitted, or reproduced in any manner without the express written consent of Etix. Any transmission, copy, reproduction, or alteration of the material or content on Etix′s websites, applications, the Etix APIs or the Etix Platform is a violation of Etix's intellectual property rights.

Partner agrees to display any attribution(s) required by Etix. Etix hereby grants to you a nontransferable, non–sublicensable, non–exclusive license during the Term to display Etix′s trademarks, trade names, and logos (“Etix′s Brand”) solely for the purpose of promoting or advertising that you use the Etix APIs and Etix Platform in connection with your API Clients. You must only use the trademarks in accordance with these Partner Terms and for the purpose of fulfilling your obligations under this Section of the Terms. In using the trademarks, you must follow all guidelines regarding the use of Etix′s Brand, including the Etix Style Guide at: https://3rciqhy0rae308xhr1wmo5i1-wpengine.netdna-ssl.com/wp-content/uploads/2019/10/Etix-Style-guide-rev.-102019.pdf, which is incorporated herein by reference. You understand and agree that Etix has the sole discretion to determine whether your attribution(s) and use of Etix′s Brand are in accordance with the above requirements and guidelines.

In the course of promoting, marketing, or demonstrating the Etix APIs and Etix Platform, Etix may produce and distribute incidental depictions, including screenshots, video, or other content from API Clients, and may use your company or product name, logos, or other trademarks and service marks. You grant us all necessary rights for the above purposes.

Some of the software required by or included in the Etix APIs or Etix Platform may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain Etix APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Etix for the applicable open source software.

Partner is responsible for assuring that you and your employees, contractors, sub–contractors and sub–partners, affiliates and/or agents comply with these Partner Terms. Partner is solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by Partner in connection with the Etix APIs and Etix Platform.

Unless otherwise agreed to by the parties in writing, Etix is under no obligation under the Partner Terms to support the use of the Etix APIs or Etix Platform, or to provide Partner with subsequent releases, enhancements or error corrections of the same. Etix may provide reasonable support to Partner in connection with its use of the Etix APIs and Etix Platform at its sole discretion, but makes no guarantees to provide such support.

Etix may update, withdraw, edit, or otherwise amend the Etix APIs and Etix Platform at any time in its sole discretion and without notice to Partner. Etix may update the content, data, and features available via the Etix APIs and Etix Platform from time to time, but cannot guarantee that such content, data, or features are completely up to date. Partner agrees and acknowledges that content, data, and features of the Etix APIs and Etix Platform may not be accurate or current at any given time. Etix is not liable if for any reason all or any part of the Etix APIs or Etix Platform are unavailable at any time or for any period of time.

Partner acknowledges that Etix may develop products or services that may compete with Partner′s API Clients or any other products or services.

The Etix websites, applications, Etix APIs and Etix Platform may contain third party content (such as text, images, videos, audio, software, etc.). This content is the sole responsibility of the third party that makes it available. Such content may also be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Some of the Etix APIs may allow the submission of content. Etix does not acquire any ownership of any intellectual property rights in the content that you submit to the Etix APIs through your API Clients, except as expressly provided in these Terms. For the sole purpose of enabling Etix to provide, secure, and improve the Etix APIs and Etix Platform, you grant to Etix a perpetual, irrevocable, worldwide, sublicensable, royalty–free, and non–exclusive license to use content submitted, posted, or displayed to or from the Etix APIs through your API Clients, including to use, host, store, modify, communicate, and publish such content. Before you submit content to the Etix APIs or Etix Platform through your API Clients, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us this license.

Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit the end users of you API Clients or others acting on your behalf, to do the following with content returned from the Etix APIs:

• Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
• Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
• Misrepresent the source or ownership; or
• Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

THE ETIX APIS AND ETIX PLATFORM AND ALL ASSOCIATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ETIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT OF INTELLECTUAL PROPERTY. ETIX MAKES NO REPRESENTATIONS OR WARRANTY THAT THE ETIX APIS AND ETIX PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE WILL NOT BE UNINTERRUPTED, TIMELY, SECURE, OR BUG OR ERROR FREE; NOR DOES ETIX MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ETIX APIS OR ETIX PLATFORM.

ETIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ETIX APIS OR ETIX PLATFORM, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE ETIX APIS OR ON THE ETIX PLATFORM. ETIX DOES NOT WARRANT THAT THE ETIX APIS OR ETIX PLATFORM WILL ASSIST IN DEVELOPMENT OF ANY API CLIENTS.

IN NO EVENT SHALL ETIX OR ANY OF ITS AGENTS, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR LICENSEES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF PARTNER′S USE, MISUSE OF OR INABILITY TO USE THE ETIX APIS OR ETIX PLATFORM , EVEN IF ETIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. THE ABOVE LIMITATION MAY NOT APPLY TO YOU, AS SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

PARTNER UNDERSTANDS AND AGREES THAT ANY CONTENT DOWNLOADED, USED, OR OTHERWISE OBTAINED THROUGH THE ETIX APIS AND ETIX PLATFORM IS AT ITS OWN DISCRETION AND RISK. PARTNER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEMS, LOSS OF DATA, OR BUSINESS INTERRUPTION THAT RESULTS FROM PARTNER′S USE OF THE ETIX APIS AND ETIX PLATFORM. ETIX SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY PARTNER′S USE OF THE ETIX APIS OR ETIX PLATFORM . NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ETIX, ITS EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE ETIX APIS AND ETIX PLATFORM IS AT YOUR SOLE RISK.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL ETIX OR ANY OF ITS AGENTS, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR LICENSEES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE ETIX APIS OR ETIX PLATFORM OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE ETIX APIS OR ETIX PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ETIX HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. ETIX′S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE ETIX APIS OR ETIX PLATFORM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT ETIX WOULD NOT PROVIDE THE ETIX APIS AND ETIX PLATFORM WITHOUT SUCH LIMITATION.

Partner will indemnify, hold harmless and defend Etix and its officers, directors, employees, affiliates, subsidiaries, licensors, suppliers and service providers from any and all third party claims, liability, damages, losses, expenses and costs (including, but not limited to, reasonable attorneys′ fees) caused by or arising from the Partner′s use of the Etix APIs and Etix Platform, Partner′s violation of these Partner Terms, or Partner′s infringement, or infringement by any user of Partner′s Etix Account, of any intellectual property or other right of anyone. Partner agrees to not hold Etix accountable for any issues, including any third–party claims, liability, damages, losses, expenses and costs (including, but not limited to, reasonable attorneys′ fees) caused by or arising from the Partner′s use of the Etix APIs and Etix Platform.

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Etix, and its subsidiaries, affiliates, officers, agents, licensors, co–branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys′ fees) of every kind and nature, arising from or in any way related to your use of the Etix APIs and Etix Platform. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

Partner will comply with all applicable privacy laws and regulations including those applying to personal data and Etix′s Privacy Policy, which is hereby incorporated by reference and can be found athttps://www.etix.com/ticket/online3/privacy-policy.jsp. You agree to provide and adhere to a privacy policy for your end users that clearly and accurately describes to such users what information you collect and how you use and share such information (including for advertising) with Etix and third parties. You will use commercially reasonable efforts to protect user information collected by your API Clients that utilize the Etix APIs or other parts of the Etix Platform, including your end users′ personal data, from unauthorized access or use, and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

Partner agrees to use commercially reasonable physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Etix APIs and Etix Platform, including via your Etix Account. Partner may not use any part of the Etix Platform, including the Etix APIs, in any manner that does or could potentially undermine the security of the Etix APIs or Etix Platform, or of Etix′s servers. Partner will not, and will not attempt to interfere with, modify or disable any features, functionality or security controls of the Etix APIs or Etix Platform, including in its Etix Account, or perform any penetration or security testing of the Etix Platform. Partner will use best efforts to maintain the security of any of its information architecture, systems and procedures used in connection with the activities and API Clients under these Terms. You will immediately report to Etix any security flaws discovered in the Etix APIs or Etix Platform. Partner will immediately report any actual or suspected unauthorized access of its Etix Account.

Partner′s use of its own data, including any end users of the API Clients′ data, in conjunction with the Etix APIs and Etix Platform shall be performed at Partner′s own risk. Partner will be solely liable for any claims for breach of security or privacy obligations with respect to its and its users′ data.

The Partner Terms and your license to use the Etix APIs and Etix Platform under such Terms continues until it is terminated by either party (the “Term”). You may terminate the license by discontinuing use of the Etix APIs and Etix Platform. Etix may terminate these Partner Terms and your license at any time for any reason. Your rights to use the Etix APIs and Etix Platform terminate automatically if you violate these Terms, if Etix sends a written notice of termination to you, or if Etix disables your Etix Account or otherwise restricts your access to the Etix APIs and Etix Platform. Upon termination of these Partner Terms for any reason, Partner will stop using, and destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Etix APIs and any part of the Etix Platform and any of Etix′s confidential information in its possession.

These Partner Terms shall be governed by the laws of the State of North Carolina without regard to its provisions on conflicts of law. In the event of any dispute or controversy arising from these Terms, the parties agree to first submit all issues to mediation under the procedures of the American Arbitration Association. In the event that mediation fails to resolve all issues, the parties shall submit all remaining issues to arbitration under the procedures of the American Arbitration Association; the prevailing party shall be entitled to reasonable attorneys' fees and expenses in accordance with those procedures. The venue of the mediation or arbitration shall be determined such that the party who commences the dispute resolution shall do so in the city where the other party has its principal place of business.

• These Partner Terms do not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between Partner and Etix. Neither party may bind the other party or act in a manner that expresses or implies a relationship other than that of independent contractor.
• Partner may not assign or otherwise transfer any of its rights or obligations under these Partner Terms.
• In the event that any part of the Partner Terms are found to be unenforceable, the remainder shall continue in effect to the extent permissible by law.
• Etix shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Etix. No delay or omission on the part of Etix in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
• The section headings and subheadings contained in these Terms are included for convenience only, and shall not limit or otherwise affect the terms of the Partner Terms. Any construction or interpretation to be made of the Partner Terms shall not be construed against the drafter.