Kabodler Seller Terms and Conditions

KABODLER

Sale Terms & Conditions

This is a legal agreement between you and Kabodler Ltd (“Kabodler”) stating the terms that govern your use of the website www.kabodler.com and the service owned and operated by Kabodler (collectively the "Kabodler Service") (the “Agreement”). By using the Kabodler Service in any manner, including but not limited to visiting or browsing the website, you agree to be bound by this agreement. To agree to these terms, click “Agree”. If you do not agree to these terms do not click “Agree” and do not use the service.

1. Kabodler Service

Kabodler is an on-demand event management platform, software provider that permits you to sell or give away tickets to events to be held within a twelve (12) month period ("Events") ("Tickets") and (if elected) to enhance the Tickets by combining them with either :-

(1)         digital media (including without limitation sound recordings and the musical works embodied therein, associated copyrightable works or metadata, song lyrics and musical notations, album cover artwork, photographs, graphics, descriptive text, literary works, dramatic works, broadcasts, performances and films and more (“Downloads”) and/or

(2)        a promotion (including without limitation discounts on the Ticket price or discounts on a third party product and/or service or the right to receive a free product and/or service including without limitation drink, food, merchandise and more) (“Promotion”)

under certain terms and conditions as set forth in this Agreement and as agreed between you and the buyer of the Product (as defined below) (“the Buyer”). Kabodler is not the buyer of the Product.

Any Ticket which is given away for free shall be referred to as a Free Ticket (and may (or may not) also be combined with a Download and/or a Promotion).

All Tickets (including Free Tickets) (with or without Downloads and/or Promotions) shall be referred to as “the Product”.

There is a Megabyte limit for enhancing Tickets with Downloads – the limit is stated on the Website.

No ticket shall be put up for sale more than twelve (12) months in advance of the start of the event. Once an event is published, its start date may not be changed beyond twelve (12) months from the date on which it was published.

2. Registration

You may browse the website and view content without registering, but as a condition to using certain aspects of the Kabodler Service, you may be required to register with Kabodler. On registering with the Kabodler Service as a merchant, you will need to provide your email address and a password which must be used in order to access certain restricted parts of the website and Kabodler Door App. This is personal to you and is not transferable. Your email address and password are the methods used by us to identify you and for you to access your Kabodler Door App. You are responsible for all information and/or content uploaded and/or posted on the Kabodler website by anyone using your email address and password (and any payments due for services accessed through the Kabodler website by anyone using your email address and password (if applicable)). Your password and email address are your responsibility. If you believe that your security has been compromised it is your responsibility to change your password. You may reset your password at any time.

3. Sale

Your sale of each Product that you make available through the Kabodler Service is subject to your acceptance of the terms and conditions set forth herein. You acknowledge that your sale of each Product through the Kabodler Service is subject to a binding agreement between you and the Buyer and that you are solely responsible for the Product, the content therein, any warranties to the extent such warranties have not been disclaimed and any claims the Buyer or any third party may have relating to the Product or their use of the Product. Consequently  it is your responsibility to control access to the event for which you are selling Tickets (“the Event”). Kabodler is not responsible for who enters the Event or any damages caused thereby. Kabodler is not responsible for the actions or any consequences of any party attending the Event. You acknowledge that, with respect to the Products, Kabodler is solely providing the platform for you to sell Product to Buyers. You acknowledge that you will be directly entering into an agreement with any Buyer by virtue of the transactions taking place through the Kabodler Service and that Kabodler is not responsible for any failure by any Buyer to pay for any Product. Kabodler acknowledges and agree that this Agreement is non-exclusive and that you may sell your Products through any other means. You will be responsible for uploading Products and/or information relating to Products that you are selling using the Kabodler Service. Kabodler retains the right, but does not have the obligation, to immediately halt the offering or sale of any Product or prevent or restrict access to the website or the Kabodler Service or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the website, or for any other reason in the sole and absolute discretion of Kabodler, and to correct any inaccurate listing or technical problems on the website.

You may upload your Product to the website for sale using the Kabodler Service. You are responsible for ensuring that all content uploaded is accurately described by way of corresponding information.

4. Ticket Prices

You will set your own retail price for your Products subject to a minimum of £1 per Ticket save that no minimum shall apply to Free Tickets. You can add or remove Products, change suggested retail prices, or edit Product information through your merchant account at any time. You acknowledge that inaccurate information, such as inaccurate information about the Product may adversely affect the performance of the Kabodler Service and customer satisfaction. Kabodler is not responsible for any issues relating to inaccurate information.

5. Kabodler’s Fees

Before you can upload any Product live for sale on the Kabodler Service, you must pay Kabodler the applicable fees for using the Kabodler Service from your merchant seller account. Once these fees have been paid to Kabodler, all revenue from the sale of the Product will go directly into your nominated gateway account (which is provided to you by your chosen payment service provider (including without limitation PayPal, Google Checkout, WorldPay etc.) (“Payment Service Provider”). The fees for using the Kabodler Service are stated on www.Kabodler.com  (“Fees”).

You acknowledge that your chosen third party Payment Service Provider may apply its own transaction fees and deduct these from any sums due to you from the sale of your Product and you confirm that Kabodler shall have no liability therefor and that you shall be wholly responsible for the payment of any and all Payment Service Provider transaction fees.

6. VAT

The Price of the Product is inclusive of VAT. You are responsible to account for and pay any VAT due on the sale of your Products and you acknowledge that Kabodler is not under any obligation to issue a VAT receipt therefor. You agree to provide a VAT receipt to Buyers who request one if you are registered for VAT.

7. Personal Information

Because certain features of the Kabodler Service require that Buyers provide you with their e-mail addresses and other personal information (“Information”) you may collect certain types of Information. This Information will be held solely for you to communicate with Buyers in the case of cancellation of an Event or notification of a change of venue and/or line up. As a condition to receiving such Information, you acknowledge and agree that you will not disclose, rent, or sell any Information to any third party, and you will use the Information only to communicate with Buyers in connection with the Event for which the Buyer has purchased a Ticket unless the Buyer has ticked a box agreeing otherwise in which case you may use the Information for such stated purpose (such as your mailing list, in order to provide your Buyers with general information and news about you). You further agree that any e-mail sent to your mailing list will include a mechanism by which the recipient can unsubscribe from the mailing list, along with clear instructions on how to do so (i.e. a functioning "opt-out" mechanism).

You acknowledge that in the event that Kabodler receives substantial complaints from your Buyers regarding spam Kabodler will have the right to terminate your account without notice.

For the avoidance of doubt, Kabodler does not hold any credit card information.

8. Data Back Up

(a)         The data held on the Kabodler Service servers is held solely at your own risk. You understand that you should regularly make your own backups of the data.

(b)         If for whatever reason, the data held on Kabodler’s servers is lost then although Kabodler may try to restore the most recent backup of the data, Kabodler is under no obligation to do so, and are in no way responsible for any losses caused by the lost data, whether financial or otherwise.

9. Financial Summaries

Detailed financial summaries will be available to you through your secure log in at www.kabodler.com in which you can analyse the revenue you receive from the sale of your Products. A sales statement will also be available through your chosen Payment Service Provider. Kabodler recommends that you always use your Payment Service Provider as the definitive source if there is any discrepancy.

10. Your Obligations

You warrant and agree that:-

(a)        you will not use the Kabodler Service for any criminal purpose or for anything offensive, obscene, defamatory, libellous, pirated, racist or anything which breaks copyright or trademark law.

(b)        you will not use the Kabodler Service to obtain email addresses for the purpose of sending unsolicited emails.

(c)        by uploading any Product to the Kabodler website you represent and warrant, and can demonstrate to Kabodler’s full satisfaction upon request, that (i) you own or otherwise control all necessary rights to the Product) and (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Product, (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Product, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Product) as contemplated by these Terms and Conditions and (iv) you are authorized to grant all of the aforementioned rights to the Product to Kabodler and all users of the Kabodler Service.

(d)        the use or other exploitation of your Product through the Kabodler Service and its authorized sublicensees and distributors and/or by users of the website as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

(e)        you will pay all royalties, fees and other monies owing any person or entity arising out of the use, sale, distribution or other exploitation of any Product through the Kabodler Service, including without limitation (i) any sums due to copyright owners and co-owners and royalty participants including without limitation artists, authors, co-authors and producers and (ii) fees for any rights, consents, royalties, or any other sums payable to any third party in connection with the exploitation of any materials contained in the Products or protected by any intellectual property rights (including without limitation MCPS, PRS or any other music publishing rights holders and any unions or guilds).

(f)        all Products posted on, transmitted through, or linked from the Kabodler Service is your sole responsibility and that you will be liable for any loss or damage of any kind incurred as a result of the use of any Products uploaded, posted, emailed or otherwise made available via the Kabodler Service. You acknowledge that Kabodler does not pre-screen or approve Product, but that Kabodler shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Product that is available via the Kabodler Service, for violating this Agreement or for any other reason.

(g)        you will in a timely and efficient manner:-

 

11. Kabodler’s Obligations

Kabodler aims to make the Kabodler Service available continuously, excluding scheduled maintenance, or other reasons beyond Kabodler’s control. However:-

(a)        Kabodler will not be responsible for any losses resulting from your use or the inability to use Kabodler’s website or resulting from unauthorized access to, or alteration of your transmissions or data in circumstances which are beyond Kabodler’s control. 

(b)        Kabodler will not be responsible for your loss of profits, wasted expenditure, corruption or destruction of data or any other loss however caused.

(c)         Kabodler will not be responsible to you if Kabodler are unable to provide the Kabodler Service for any reason beyond Kabodler’s control. 

 12. Cancellation and Refunds

Kabodler is not responsible for notifications of cancellations and refunds. If you add a booking fee to any Ticket, it will be clearly stated to the Buyer that this amount is non-refundable. Any cancellations will be your responsibility and you agree that through the Kabodler Service (which will provide you with email addresses of all Buyers for this purpose) you will send an email to any such Buyers who have bought tickets to a cancelled Event to notify them and to refund them from your gateway account with your chosen Payment Service Provider.

13. Intellectual Property

(1)        Kabodler’s IP

You agree that the Kabodler Service contains proprietary information and material that is owned by Kabodler and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Kabodler Service in compliance with the terms of this Agreement. No portion of the Kabodler Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, assign, transfer, distribute, sublicense or create derivative works based on the Kabodler Service, in any manner, and you shall not exploit the Kabodler Service in any unauthorised way whatsoever, including but not limited to, by trespass or burdening network capacity. The use of any part of the Kabodler Service, except for use of the Kabodler Service as permitted in this Agreement is strictly prohibited and infringes on the intellectual property rights of others and may subject you to civil and criminal penalties, including possible monetary damages, for copyright infringement. Any reproduction, modification, creation of derivative works from or redistribution of the Website or the collective work and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Kabodler. You further agree not to reproduce, duplicate or copy content from the Kabodler Service without the express written consent of Kabodler and agree to abide by any and all copyright notices displayed on the Kabodler Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Kabodler Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Kabodler Service.

(2)        Seller’s IP

Kabodler will not have any ownership rights in any elements of a Seller’s Product. Notwithstanding the foregoing, each Seller uploading the Product to the Kabodler Service grants Kabodler and its authorised sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform, publicly display and communicate to the public (collectively “Exploit”) the Seller’s Product and perform the service on the Seller’s behalf (e.g., reproduce, transcode, copy and store the Seller’s Product on computer servers owned and/or operated by or on behalf of Kabodler or its authorised sub-licensees and distributors, and publicly perform, transmit, stream, distribute, and playback the Seller’s Product (to the extent applicable)) using any technologies or methodologies now known or hereafter developed,); (ii) allow users of the Kabodler Service to receive public performances and public displays of the Seller’s Product (to the extent applicable) and to reproduce the Seller’s Product on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Seller (to the extent applicable), in connection with the provision of the Kabodler Service; and (iii) the sublicensable and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) in connection with the Kabodler Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

14. Termination.

Kabodler may terminate your access to all or any part of the Kabodler Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the website but Kabodler will not refund any Fees already paid by you if you terminate your account. You may not terminate an account whilst you have a live event or promotion which you are selling and/or promoting. Any Fees paid hereunder are non-refundable. All applicable provisions of the Terms and Conditions shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

15. Disclaimer of Warranties

YOU AGREE THAT USE OF THE WEBSITE AND THE KABODLER SERVICE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE AND THE KABODLER SERVICE ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND.  ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.  TO THE FULLEST EXTENT PERMITTED BY LAW, KABODLER DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE WEBSITE AND THE KABODLER SERVICE.  TO THE FULLEST EXTENT PERMITTED BY LAW, KABODLER DISCLAIMS ANY WARRANTIES FOR OTHER PRODUCTS SOLD THROUGH THE KABODLER SITE.  TO THE FULLEST EXTENT PERMITTED BY LAW, KABODLER DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN

CONNECTION WITH THE WEBSITE OR THE KABODLER SERVICE.  Some jurisdictions do not allow the disclaimer of implied warranties.  In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

Kabodler makes no guarantee of confidentiality or privacy of any communication or information transmitted on the Kabodler website, Kabodler Door App or any website linked to the Kabodler website. Kabodler will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Kabodler’s equipment, transmitted over networks accessed by the Kabodler website, or otherwise connected with your use of the Kabodler Service.

16. Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL KABODLER BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF KABODLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE OR THE KABODLER SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE KABODLER SERVICE, FROM INABILITY TO USE THE KABODLER SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE KABODLER SERVICE.  SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER PRODUCTS RECEIVED THROUGH THE KABODLER SERVICE AS WELL AS BY REASON OF ANY INFORMATION RECEIVED THROUGH THE KABODLER SERVICE.  THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted.  In such jurisdictions, some of the foregoing limitation may not apply to you.

17. Indemnity

You agree to indemnify and hold Kabodler, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of your use of the Kabodler Service, your violation of this Agreement, your breach of any of the representations and warranties herein, or your violation of any rights of another. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless Kabodler from any and all claims by a third party owning, controlling or claiming any right in or to any Product (including without limitation sound recordings or musical works in your Product, including claims for performance royalties, mechanical royalties, and use or re-use fees). Kabodler reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Kabodler in asserting any available defenses at your sole expense.

18. General Information

This Agreement constitutes the entire agreement between you and Kabodler and govern your use of the Kabodler Service, superceding any prior agreements between you and Kabodler. This Agreement is governed by English Law and any disputes arising out of any transaction with Kabodler are subject to the exclusive jurisdiction of the English Courts. The failure of Kabodler to exercise or enforce any right or provision of the terms and conditions contained herein shall not constitute a waiver of such right or provision. If any provision of the terms and conditions of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of this Agreement remain in full force and effect.