Welcome to our platform! We are Chainpass Incdba Cymbal, a Delaware corporation, (Cymbal, “We”, Us” or possessively “Our”). We have developed a platform, including Our homepage located at cymbal.co (“Homepage”), and the services and information available through Our platform (collectively, “Platform”) as a place where a user can browse Our Homepage (“Visitor”) and/or sign up for an account (“Account”) and purchase or seek to purchase (“Ticket Purchaser”) digital tickets containing an invisible and dynamic code (Tickets”) to certain Organizer events (“Events'”). As used herein, “Organizer” means the individual or entity accessing and using Our Platform in connection with an Organizer's Event, including without limitation, an artist or his or her manager, booking agent or label, a producer or promoter of the Event, or a venue where the Event is to take place.
1. License Grant
2. Access to Our Platform
We do not provide You with the equipment to access Our Platform. You are responsible for all fees charged by third parties related to Your access and use of Our Platform (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of Our Platform without notice. We will not be liable to You or to any third party for any modification, suspension, or discontinuance of all or any portion of Our Platform. We also reserve the right, in Our sole discretion, to restrict, suspend, or terminate Your access to Our Platform at any time, for any or no reason, with or without prior notice, and without liability.
3. Account Credentials
In order to access and use Our Platform, Ticket Purchasers will need to create an Account and We will provide You with a dashboard that accesses Our Platform. Your user ID will be Your mobile phone number which will be verified through an email or text message (collectively “Account Credentials”). You will provide a valid payment card for Your Account which will be captured by Our payment processor provider (“Payment Processor”). We will have no access to Your payment card information and all payment transactions shall be between You and the Payment Processor. Cymbal is the merchant of record. You are responsible for all activity in or under Your Account.
You must comply with all applicable laws, rules and regulations (“Applicable Laws”) when using Our Platform. Except as may be expressly permitted by Applicable Laws, You will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other Content made available on the Platform (collectively,“ Platform Content”) or compile or collect any Platform Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use Our Platform or to store, copy, modify, distribute, or resell any Platform Content; (iii) rent, lease, or sublicense Your access and /or use of any of the Platform and/or Platform Content to another person; (iv) use any of the Platform or Platform Content for any purpose except for Your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of any of the Platform; (vi) use any of the Platform in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Platform; (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Platform or any Platform Content, or (viii) frame or mirror any portion of Our platform or Platform Content. As used in these Terms, “Content” means text, images, video, audio (including, without limitation, music used in time relation with text, images, or video), and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, pointers, technology and software, including any modifications, upgrades, updates, enhancements and related documents.
In addition to the terms and conditions in Purchase Terms, You will not:
- Restrict or inhibit any other person from using Our Platform.
- Use Our Platform for any unlawful purpose.
- Impersonate any person or entity, whether actual or fictitious, including any of Our employees or representatives.
- Engage in spamming or flooding.
- Harvest or collect information about Users.
6. Ticket Purchases
The Purchase Terms are incorporated herein and Ticket Purchasers shall comply therewith:
7. Third Party Websites and Platforms.
Organizers may have sites or areas on Our Platform or sites or areas that are linked to from Our Platform (“Organizer Sites”). Our Platform and/or the Organizer Sites may have links or may allow third parties to have links on Our Platform or Organizer Sites, respectively, to third party websites or platforms including any information or materials advertised thereon (respectively, “Third Party Websites”, “Third Party Platforms”, and together with Organizer Sites, collectively, “Third Party Sites”). We are not responsible or liable for, and do not endorse, any Third Party Site, including without limitation, Content contained thereon or made available through Third Party Sites. We do not guarantee the accuracy, integrity quality or performance of any Third Party Site. By visiting a Third Party Site, You may be exposed to Content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to You by Your access and/or use of any Third Party Site or Your reliance on any goods, services, or information available on or through a Third Party Site.
8. Third Party Content
The Platform may contain third party Content or services, including any information or materials advertised therein or available on or through any Third Site (collectively, “Third Party Content”). We are not responsible or liable for, nor do We endorse, Third Party Content. We do not guarantee the accuracy, integrity, quality, performance of any Third Party Content. By using Our Platform, You may be exposed to Third Party Content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to You by Your use of or reliance on any Third Party Content, or the goods, services, or information or the promotion thereof. It is Your responsibility to evaluate the information, opinion, advice, or other Content available on and through Our Platform.
9. Service Providers
We use one or more service providers (“Service Providers”) to supply discrete portions of Our Platform and services (e.g., “Payment Processors”). We do not guarantee the accuracy, integrity, quality, performance of any Service Provider. We are not responsible or liable for, nor do We endorse, any Service Provider, any information or materials advertised by any Service Provider nor the performance, non-performance, acts or omissions of any Service Provider.
10. SMS Messaging
We offer SMS messaging services which may include alerts, promotions, and offers for Tickets and other related products, good and services, subject to these terms and other terms and conditions set forth in such offers. You may choose to receive SMS alerts by signing up or participating in a promotion. If You do, You authorize Us to use automated technology to send messages to the mobile phone number You supply when You sign up. Your consent to receive SMS communications is never required in order to purchase something from Us.
Message and data rates may apply, according to Your rate plan provided by Your wireless carrier. We will not be responsible for any text messaging or other wireless charges incurred by You or by a person who has access to Your wireless device or telephone number. You may not receive Our alerts if Your carrier does not permit text alerts. Your carrier may not allow You to use pre-paid phones or calling plans to receive alerts. In such cases, We may send You a bounce back message for every message You send to Us. The SMS messaging services may not be compatible with all wireless carriers or devices.
You may opt out of any alerts by replying to an alert with the text message "STOP" or by sending the text message "STOP" to the shortcode provided. If You opt out by sending Us a text message, We will send You a text to confirm Your request. If You do not want to receive a confirmation text message, You may opt out by sending an email to email@example.com with Your request and mobile device number. It may take Us up to 10 days to remove Your mobile device number from Our database. For additional help, text "HELP" to the shortcode provided, or email firstname.lastname@example.org.
You authorize Your wireless carrier to disclose information about Your account, such as subscriber status, payment method, and device details, if available, to support identity verification, fraud avoidance, and other uses in support of transactions for the duration of Your business relationship with Us. Information may also be shared with other service providers to further support identity verification and fraud prevention. We are not responsible for the accuracy of any information displayed in Our SMS messaging, for any misdelivery or untimely delivery of any SMS messaging, or for Your deletion of or failure to store any SMS messaging from Us.
“Cymbal,” the Cymbal logo, and any other Cymbal products, services or slogans displayed on Our Platform are trademarks of Cymbal, Inc. and/or its suppliers or licensors. Organizers' names, logos, products, services or slogans displayed on Our Platform or on Organizer's Site are trademarks of such Organizers and/or its suppliers or licensors. Trademarks must not be copied, imitated or used, in whole or in part, without the prior written permission of Cymbal or Organizer, respectively, or of the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing any such trademarks without Our prior written permission. In addition, the look and feel of Our Platform, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Cymbal and may not be copied, imitated or used, in whole or in part, without Our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on any of the Platform are the property of their respective owners. Reference on Our Platform to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply Our endorsement, sponsorship, or recommendation.
12. Disclaimer of Warranties
CYMBAL AND ORGANIZERS ARE IN NO WAY RESPONSIBE OR LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY (AND IN OUR CASE ONLY, INCLUDING THE ORGANIZERS OR ANY OF THEIR EVENTS), THIRD PARTY WEBSITES, THIRD PARTY PLATFORMS OR THE CONTENT THEREON, YOUR USE OF (I) OUR PLATFORM AND/OR OUR PLATFORM CONTENT, (II) ORGANIZER SITES AND ORGANIZER CONTENT, AND/OR (III) THE SERVICES PROVIDED BY SERVICE PROVIDERS. OUR PLATFORM, OUR PLATFORM CONTENT AND ALL THIRD PARTY SITES AND THIRD PARTY CONTENT LINKED TO THEREFROM, THE PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY, INCLUDING SERVICE PROVIDERS (COLLECTIVELY, “AVAILABLE CONTENT”) ARE EACH MADE AVAILABLE TO YOU ON AN ”AS IS” “AS AVAILABLE” BASIS”. WE, THE ORGANIZERS AND OUR OR THEIR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OF THE AVAILABLE CONTENT, AND YOU RELY ON ANY AVAILABLE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR PLATFORM OR THE ORGANIZERS' SITES IS DONE IN YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL FROM ANY AVAILABLE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, THROUGH THE PLATFORM OR OTHER AVAILABLE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
13. Limitation of Liability
WE AND THE ORGANIZERS AND OUR OR THEIR SERVICE PROVIDERS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE AVAILABLE CONTENT (“YOUR USE”). UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF US, THE ORGANIZERS AND OUR OR THEIR SERVICE PROVIDERS, SUPPLIERS AND LICENSORS EXCEED $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Exclusions and Limitation
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS, INCLUDING THOSE SET FORTH IN SECTIONS “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY,” DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
You will defend, indemnify and hold Us, Our suppliers and licensors, and Our and/or their respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by Your Use, Your violation of these Terms or Your violation of any rights of a third party through Your Use.
16. Export Restrictions/Legal Compliance
You shall fully comply with all applicable import and export control laws, regulations, rules and orders of the United States and any foreign jurisdiction. You shall, not, without first obtaining written authorization from the United States and/or foreign government: (i) export, re-export, release or transfer, directly or indirectly, (collectively, “Export”) any commodities, software or technology, including any direct products thereof (collectively, “Items”) to any proscribed country, entity or person (wherever located) (collectively, “Proscribed Entities”) or for any proscribed end-use, or (ii) enter into any transactions with any Proscribed Entity or for any proscribed end-use. You hereby agree to assume all responsibility for, and to bear all expenses relating to Your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary government authorizations and clearances in relation thereto.
17. Term and Termination
18. Governing Law and Jurisdictio
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The exclusive jurisdiction of any action arising out of or related to this Agreement will be the state or federal courts located in Delaware, and each Party hereby agrees to submit to the personal and exclusive jurisdiction and venue of these courts.
19. Copyright Policy
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if any person or entity believes that its work has been copied and posted on the any of the Platform or Platform Content in a way that constitutes copyright infringement, please contact us immediately as set forth in Section 19.
20. Complain Process
If You have any questions or concerns about Our Platform, Platform Content or these Terms, You may contact Us at:
447 Sutter St Ste 405 PMB1194
San Francisco, CA 94108 USA
21. Dispute Resoluation
21.4. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Our address for Notice is: 8 The Green, Ste B, Dover, DE 19901, Attn: Chief Executive Officer. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, You or We may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in Your favor with a monetary award that exceeds the last written settlement amount offered by Us prior to selection of an arbitrator, We will pay You the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Us in settlement of the dispute prior to the arbitrator's award; or (iii) $15,000.
21.6. YOU AND We AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and We agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.