Terms and Conditions

Last Updated: 21st August 2023

Please read these Terms of Service (“Terms”) carefully because they contain important information about your legal rights, remedies, and obligations.

By accessing or using Beventi's Services, you are agreeing to the terms and conditions of these Terms (which incorporate and include our Privacy Policy and all other terms, policies, and agreements referenced throughout these Terms), without modification, and entering into a binding contract with us that governs our Services and your use of the Services. Do not access or use the Services if you do not agree to the terms and conditions of these Terms.

IMPORTANT NOTICE: SECTION 9 OF THESE TERMS OF SERVICE CONTAINS A BINDING ARBITRATION AND CLASS ACTION WAIVER THAT MAY AFFECT YOUR LEGAL RIGHTS. PLEASE READ SECTION 9 VERY CAREFULLY.

1-2

1. Accepting These Terms

1.1What's what.

Here are some important definitions to help you navigate these Terms.

  1. An "Affiliate" of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to these Terms or after. For purposes of this definition, "control" means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity.
  2. “Consumers” means consumers using our Services for any reason, including to consume information and/or attend events.
  3. “Beventi Properties” means Beventi's products, features and offerings that are available:
  4. online through various Beventi properties including Beventi.co ("Site(s)");
  5. off platform, including entry management, sponsorship, and marketing or distribution services; and
  6. through mobile applications, webpages, application programming interfaces, and subdomains ("Applications").
  7. “Material” includes information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds, and other content and materials.
  8. "Sellerr" means an Author using our Services to create events for Consumers. 
  9. “Services” include the Beventi Properties and the Author Products
  10. “Site Content” refers to Material contained in or delivered via the Services or otherwise made available by Beventi in connection with the Services. 
  11. “Your Content” is any Material that you contribute, provide, post, or make available using the Services, or that you otherwise contribute, provide, post or make available to us, or that you authorize us to use.
  12. “Your Trademarks” are the trademarks, trade names, service marks, and logos that you contribute, provide, post, or make available using the Services, or that you otherwise contribute, provide, post or make available to us, or that you authorize us to use.
  13. Authors, Consumers, and third parties accessing or using our Services are all referred to in these Terms collectively as "Users," "you," or "your."
  14. When these Terms use "Beventi," "we," "us," or "our," that refers to Beventi (Sonder Publishing Pty Ltd). and its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees. 

2. Beventi's Services and Role

2.1What we do.

We offer authors and growth platform that helps authors and Consumers thrive and connect through memorable live experiences. Through our Services, Authors can create, post and manage online sales and stay connected to Consumers through a suite of marketing tools.

2.2How we fit in.

We are not the creator, organizer, or owner of the products listed on the Services nor are we the seller of products, registrations or any merchandise on the Services. Instead, we provide our Services, which allow Authors to manage products and registrations and promote their services. 

When selling products, the Author is solely responsible for ensuring that their product and any page displaying a product complies with any applicable laws, rules, and regulations, and that the goods and services described on the event page are delivered as described and in an accurate, satisfactory manner. 

The Seller selects the payment processing method offered to Consumers for its products. Consumers must use the payment processing method the Seller selects to collect payment. 

3-4

3. Privacy and Consumer Information

3.1 Privacy Policy.

We follow our Privacy Policy when handling and protecting your personal data.

We are committed to protecting your personal data that you provide or that we collect through Beventi Properties as set forth in our Privacy Policy.

3.2 Consumer Information.

We expect you to follow the rules when dealing with information about Consumers.

If you are a Seller,, you will at all times comply with all applicable local, state, provincial, national, and other laws, rules, and regulations with respect to information you collect from (or receive about) Consumers or other individuals, and comply with any applicable policies posted by us on the Services with respect to information you collect from (or receive about) Consumers.

4. Term; Termination

4.1 Term.

These Terms apply when you access our Services.

These Terms apply to you as soon as you access the Services by any means and will continue to apply until they are terminated. There may come a time when either you or Beventi decides it's best to part ways as described in Sections 4.2 or 4.3 below. When that happens, these Terms will generally no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and us.

4.2 Termination.

We can revoke your access to our Services.

  1. We may suspend or terminate your right to use the Services at any time, including if:
  2. you violate or breach these Terms or any other agreement between you and us, or if you fail to pay any amounts when due;
  3. you misuse or abuse the Services, or use the Services in a way not intended or permitted by us;
  4. you engage in any conduct on or off the Beventi Properties that jeopardizes the safety of our community or integrity of the Beventi Properties or interferes with the experience of our community or the Beventi Properties; or
  5. allowing you to access and use the Services would violate any applicable local, state, provincial, national, or other laws, rules and regulations or court order or would expose us to legal liability.
  6. We may choose to stop offering the Services, or any particular portion of the Services, or modify or replace any aspect of the Services, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, if we believe that failure to do so would materially prejudice you. You agree that we will not be liable to you or any third party as a result of our termination of your right to use or otherwise access the Services.

4.3 Deleting Your Account.

We hope you want to continue using our Services, but please refer to this paragraph if you don’t.

You may terminate your access to the Services and the general applicability of Terms by deleting your account. If you are a Consumer using the Services without a registered Beventi account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and us governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.

4.4 Survival of Terms.

Certain provisions will always remain applicable to both you and us.

All provisions of these Terms that by their nature should survive termination of these Terms will survive (i.e., they will continue to apply to you) including all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum, and intellectual property protections and licenses.

5

5. Release and Indemnification

5.1 Release.

You won’t bring us into any disputes between you and a third party.

  1. You hereby agree to release us (collectively with our Affiliates and subsidiaries, and each of our and their respective officers, directors, agents, co-branders, licensors, payment processing partners, vendors, other partners, independent contractors and employees, the “Beventi Released Parties”) from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with any of the following:
  2. the Services or any event listed on the Services, including Your Beventi Products;
  3. your Licensure (defined below), any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;
  4. any Feedback (defined below) that you give or receive; or
  5. Your Content or Your Trademarks.
  6. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

5.2 Indemnification.

You agree to have our back if a third party comes after us because of something you did or failed to do.

  1. You agree to defend, indemnify, and hold harmless the Beventi Released Parties from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of:
  2. your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);
  3. your unauthorized use of the Services;
  4. your Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;
  5. any Feedback that you give or receive;
  6. your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;
  7. our collection and remission of taxes; and
  8. if you are a Seller, Your Beventi Products and Your Content and Your Trademarks, provided that in the case of (vii) this indemnification will not apply to the extent that the Claim arises out of Beventi's gross negligence or willful misconduct.
  9. We will provide notice to you of any such Claim, but our failure or delay in providing such notice will not limit your indemnification obligations except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, we may choose to handle the Claim ourselves, in which case you agree to cooperate with us in any way we request.

7-8

7. Disclaimer of Warranties and Assumption of Risks by You 

7.1 Disclaimers.

We strive to provide Services in the way you need them, but there are some things we can’t promise.

  1. To the extent allowed under applicable laws, the Services (including the Beta Services, defined below) are provided on an "as is" and "as available" basis. Beventi expressly disclaims all warranties of any kind, express or implied, including implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose. For example, we make no warranty that:
  2. the Services (or any portion of the Services) will meet your requirements or expectations;
  3. the Services will be uninterrupted, timely, secure, or error-free; or
  4. the results that may be obtained from the use of the Services will be accurate or reliable.
  5. We have no control over and do not guarantee the (i) quality, safety, success, accuracy, or legality of any event or Site Content associated with an event, (ii) accuracy of any information provided by Users (including Feedback and Consumers’ personal information shared with Sellers in connection with events), or (iii) ability of any User to complete a transaction. 
  6. We are not liable for the acts or omissions of any third parties, including third parties that help us provide the Services, that a Sellers chooses to assist with a sale, or that you choose to use or contract with when using the Services.

7.2 Assumption of Risks.

You must assume risks that are inherent in attending live events.

Some events may carry inherent risk and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.

7.3 Beventi Products

Most products on our platform are not created by Beventi, but if and when you participate in one that is, you assume all risks.

When you attend an event hosted by us, you waive any and all claims and causes of action against the Beventi Released Parties, the event producers and presenters, and their insurers, for liability, including for personal injury, property damage or wrongful death in connection with your attendance of the event.

7.4 Beta Services.

You may have an opportunity to try out certain beta services from time to time.

We may make available certain beta and other pre-release software, services, equipment, and related documentation, materials, and information to you from time to time, for your use on a voluntary basis, as part of an early-release, early-access program (collectively, the “Beta Services”) for the purposes of us gathering information and Users providing us with Feedback on the quality and usability of the Beta Services. The Beta Services may not meet the same level of performance as that of a commercially available product offering, and the Beta Services may not operate correctly and may be subject to substantial modification, including deprecation, during and after the period in which you may use them. We are not liable to you in connection with your use of our Beta Services, and we may revoke your access to the Beta Services at any time with or without reason or notice. 

7.5 Application of Disclaimers.

The disclaimers will apply so long as they are allowed under law.

The disclaimers in these Terms apply to the maximum extent permitted by law. If any warranties are required by applicable law, they will be limited to the shortest duration allowed. 

8. Limitation of Liability

8.1 Beventi Liability.

In order to provide our Services on a large scale, we have to limit our liability to you.

  1. To the extent permitted by applicable laws, the Beventi Released Parties, will not be liable to you or any third party, for:
  2. Any indirect, incidental, special, consequential, punitive or exemplary damages, including damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if we have been advised of the possibility of such damages);
  3. any Feedback that you give or receive; or
  4. Your Content or Your Trademarks.
  5. In addition, other than our obligation to pay out proceeds in certain circumstances to certain Sellers, the Beventi Released Parties’ maximum aggregate liability is limited to the following:
  6. For Sellers of products on our Site:
  7. The Beventi Fees (net of any Beventi Payment Processing Fees) that the Seller paid us in the three (3) month period immediately preceding the circumstances giving rise to their claim; or
  8. For other Users:
  9. The total price of all products that the User purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to their claim; or 
  10. If no products were purchased one hundred U.S. Dollars (USD $100).

8.2 Compliance of Terms.

All of our Terms are meant to comply with the law.

Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of, liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.

9-10

9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED (EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW), OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

9.1 Customer Support.

Contact us first if you have an issue with our Services.

You agree that if you have a question or concern about the Services, you will contact us first, prior to initiating any legal proceeding. Our customer support team will try to answer your question or resolve your concern.

9.2 Arbitration Process.

If a dispute can’t be resolved between us, it must be resolved through arbitration.

In the unlikely event that our customer support team is unable to resolve your concerns, you and we each agree to resolve all disputes and claims between you and us, including any arising under or relating to these Terms, your use of the Services, or your and our relationship, through binding arbitration or (to the extent the claim qualifies) in small claims court, instead of in courts of general jurisdiction. As explained below, the appointed arbitrator will have authority to enter all relief that would be available in court, to the extent warranted by the claims. All arbitrations and small claims proceedings will proceed only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding, except as provided for in Section 9.9 below. Binding arbitration is subject to very limited review. Only the appointed arbitrator – and not any court – will have the authority to resolve any dispute relating to this Section, including any dispute regarding the scope, enforceability, and arbitrability of these Terms. This arbitration provision will survive termination of these Terms and any other agreement between you and us. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9.8 below.

9.3 Applicability.

Our agreement to arbitrate applies to almost all claims.

  1. This agreement to arbitrate applies to all legal disputes between you and us. It includes, but is not limited to: (i) all claims relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) all claims that arose before this or any prior agreement (including claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.
  2. Notwithstanding this agreement to arbitrate, you or we may choose to bring: 
  3. an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or 
  4. enforcement actions, validity determinations or claims relating to theft, piracy or unauthorized use of intellectual property in state or federal court in the U.S. Patent or Trademark Office to protect your or our Intellectual Property Rights. "Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
  5. In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Privacy Shield Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.

9.4 Selection of Arbitrator.

How the arbitrator will be selected.

We each agree to use the “rank and strike” process for selecting an arbitrator. In this process, the American Arbitration Association (“AAA”) will propose at least ten candidates to potentially serve as the arbitrator. We will each respond directly to AAA (without copying one another) in a writing that (i) “strikes” up to three of those candidates, that is, removes them from further consideration, and (ii) ranks the remaining candidates in order of preference. AAA will average each of our rankings for each arbitrator and select as the arbitrator the candidate with the highest ranking. 

9.5 No Class Actions.

We both agree to not bring a class action.

  1. YOU AND BEVENTI 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, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EXCEPT AS PROVIDED FOR IN SECTION 9.9 BELOW, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY (IF WARRANTED) ISSUE ALL OF THE SAME RELIEF THAT WOULD BE AVAILABLE IN COURT, INCLUDING PUBLIC INJUNCTIVE RELIEF, IN FAVOR OF THE PARTY SEEKING SUCH RELIEF, BUT ONLY TO THE EXTENT AUTHORIZED BY LAW AND WARRANTED BY THE PARTY’S CLAIMS. 

You and we each acknowledge that different arbitrations may present overlapping factual or legal issues. As such, to the fullest allowable extent, and subject to Section 9.9 below, you and we each agree that in the event one of you or us initiates an arbitration against the other and we determine, in our sole discretion, that such arbitration presents one or more questions of fact or law that are also at issue in a pending arbitration between us and a third party (a “Similar Arbitration”), the arbitration involving you will, at our request, be assigned to the same arbitrator presiding over the Similar Arbitration and/or be paused until the Similar Arbitration is resolved. Any rulings in any Similar Arbitration will not be binding in the arbitration involving you.

9.6 Dispute Notice.

Notice must be given when one of us intends to seek arbitration.

A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Dispute Notice"). The Dispute Notice to Beventi must be addressed to the following address ("Notice Address") and must be sent by certified mail: Beventi, Inc., Attn: Legal Department, 95 Third Street, 2nd Floor, San Francisco, California, 94103 USA. Dispute Notices to you will be addressed to a mailing, home, or payment address currently on record with Beventi and must be sent by certified mail. If we have no records of a physical address, our Dispute Notice may be delivered to your Beventi account email address. The Dispute Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Beventi and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Dispute Notice is sent, you or Beventi may commence an arbitration proceeding.

9.7 Arbitration Rules.

These are the rules that will govern any arbitration proceedings.

The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the AAA, as modified by this Section 9, and will be administered by the AAA and settled by a single arbitrator. All issues in dispute between the parties are for the arbitrator to decide, including, issues relating to the scope, enforceability, and arbitrability of this Section 9.

9.8 Arbitration Location.

This is where the arbitration will take place.

If you are a Consumer, any arbitration hearings will take place (at your option) either in the county of your residence or by phone, except that (1) if you are a Consumer whose residence is outside of the Australia, the hearing will take place in Victoria, Australia or by phone or videoconference, at your option and as permitted by the AAA Rules; and (2) in the case of Batch arbitration per Section 9.9 below, the hearing will take place either in San Francisco, California or by phone or videoconference, at the option of AAA. If your use of the Services is or was for commercial use, then unless Beventi and you agree otherwise, any arbitration hearings will take place in the Australia in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, or in the case of Batch arbitration per Section 9.9 belowAAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic hearing. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.

9.9Similar Claims.

Similar claims brought by the same or coordinated counsel will be batched together for efficient resolution.

To ensure efficient resolution, if within a 90-day period, 25 or more claimants submit Dispute Notices or file arbitrations raising similar claims (i.e., with the same or similar facts or events and legal issues) and are represented by the same or coordinated counsel, the disputes must be arbitrated in batches of up to 50 claimants each (“Batch”). Specifically, upon notice from either side, AAA must group the arbitrations into: (1) a single Batch (if there are 25-50 claimants), or (2) Batches of 50 claimants each, with a smaller, final Batch consisting of any remaining claimants (if there are more than 50 claimants). AAA shall thereafter provide for the resolution of each Batch as a single consolidated arbitration with a single arbitrator appointed by AAA, one set of aArbitration fFees, and one hearing (if any) per Batch, to be held in San Francisco, California, or by phone or videoconference at the option of the arbitrator. We both agree to cooperate in good faith to implement this process and minimize the time and costs of arbitration. Any challenges to administrative determinations by AAA shall be heard by a single process arbitrator. If this Section 9.9 is deemed unenforceable as to a particular claimant or Batch, then it will be severed as to that claimant or Batch, and those parties must arbitrate in individual proceedings.

9.10 Arbitration Costs.

This is how we decide who’s responsible for the costs of arbitration and legal fees.

  1. Payment of Costs and Expenses. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA Rules, provided that if you are initiating an arbitration against Beventi and the value of the relief sought is ten thousand dollars ($10,000) or less, then Beventi will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). Further, if you are initiating an arbitration against Beventi and your claim arises from your use of the Services as a Consumer, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then Beventi will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration were frivolous at the time they were filed or that you continued to press those claims even after receiving information demonstrating that such claims were frivolous, you agree to reimburse Beventi for all of the costs and expenses that Beventi paid and that you would have been obligated to pay under the AAA Rules.
  2. Payment of Legal Fees. To the maximum extent allowed under applicable law, each party will bear its own attorneys' fees and expenses in connection with any arbitration proceeding. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.

9.11 Non-Qualifying Disputes.

Disputes that can’t be arbitrated in accordance with this Section 9 will be governed by Section 21.

In the event that any provisions of this Section 9 are found to be invalid or unenforceable for any claim or issue, then the entirety of this Section 9 will be null and void only with respect to such claim or issue and Section 21 “Applicable Law and Jurisdiction” will apply to such claim or issue in lieu of this Section 9. For the avoidance of doubt, for all claims and/or issues as to which this Section 9 is not found to be invalid or unenforceable: (a) this Section 9 shall apply in full to all such claims and/or issues, and (b) arbitration of all such claims and/or issues shall commence and be completed prior to any litigation on any non-arbitrable claims, including in the event that arbitrable and non-arbitrable claims or issues present overlapping factual and/or legal questions.

9.12 Your Right to Opt Out.

If you want to opt out of our agreement to arbitrate, you must notify us in time.

You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above in this Section 9 by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to legal@Beventi.com. Please include the following in the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of these provisions. Note that if you opt out of these arbitration provisions, Beventi also will not be bound by them.

10. License to the Beventi Services

10.1 License to Services.

Your right to use our Services is limited to the license we grant you.

  1. We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to:
  2. browse the Services and search for, view, register for, or purchase products; and/or
  3. create products, Seller profile and other webpages to promote, market, manage, and track.
  4. Your use of the Services must comply with these Terms and all applicable local, state, provincial, national and other laws, rules and regulations. In addition, by using any search functionality or address auto-population tools, you are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).

10.2 License Restrictions.

You can’t copy, sell, or use our Services in a way that is damaging to Beventi.

In addition to any other restrictions, limitations, and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly:

  1. copy, modify, reproduce, translate, localize, port, or otherwise create derivatives of any part of the Services;
  2. reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Services;
  3. rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner;
  4. remove or alter any proprietary notices on the Services; or 
  5. engage in any activity that interferes with or disrupts the Services.

10.3 Ownership.

Our property remains our property.

You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. We may own the Site Content, or portions of the Site Content may be made available to us through arrangements with third parties. Site Content that is included in or made available through the Services is our exclusive property and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national, or other law, rule, or regulation. Any rights not expressly granted in these Terms are reserved.

10.4 Trademarks.

You can’t use trademarks that aren’t yours unless we say so.

  1. The trademarks, service marks and logos of Beventi (the "Beventi Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Beventi. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, together with Beventi Trademarks, the "Trademarks"). Your license to use the Services does not include, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without our prior written consent specifically for each such usage. 
  2. You must not use the Trademarks to disparage us, any third party, or our or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. You must not use any Trademarks as part of a link to or from any website unless we approve such use by prior written consent specifically for each such link. All goodwill generated from the use of any Beventi Trademark will inure to Beventi's benefit. Certain issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by us and/or third parties. Please note that if you copy portions of the Services, you are violating these patent rights and copyrights.

10.5 Sub-Domains.

Any sub-domains connected to our website will be owned by us.

We may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].Beventi.com) for one or more of Your Beventi Events. All such sub-domains are solely our property and we reserve the right to determine the appearance, design, functionality, and all other aspects of such sub-domains. If we provide you with a sub-domain, your right to use it will continue only for so long as you are actively selling tickets for Your Beventi Events on the Services and provided you are in compliance with the Terms. If we terminate your right to use a sub-domain for any other reason, we will provide you with a new sub-domain.

11-12

11. Licenses and Permits Organizers Must Obtain Organizers must obtain all applicable licenses, permits, and authorizations for their events.

If you are an Organizer, along with your other representations and warranties, you represent and warrant to us that:

  1. You will obtain, before starting ticket sales, all applicable licenses, permits, and authorizations (individually and collectively, "Licensure") for Your Beventi Events. Licensure includes state, county, municipal, or other local authority's authorization of the event, traffic engineering authorizations, fire department inspection reports, fire marshal permits, authorization to receive minors, sanitary authorization, and property operation permits;
  2. You will comply, and will ensure that the venues for Your Beventi Events will comply, with all applicable laws, regulations, rules, and ordinances; 
  3. You will maintain throughout the use of the Services the applicable Licensure to promote, produce, sponsor, host, and sell tickets for all of Your Beventi Events; and
  4. You will provide evidence of Licensure and related information prior to offering tickets or registrations for Your Beventi Events and promptly upon our reasonable request from time to time.

12. Your Rights to Submit a Copyright Takedown Notice What to do if you believe your copyrights are being violated.

If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act ("DMCA") by following the directions we provided in Beventi's Trademark and Copyright Policy.

13-14

13. Scraping or Commercial Use of Site Content is Prohibited

13.1 You can’t use our content for your own purposes.

You have no right to use, and you agree not to use, any Site Content for your own commercial purposes. You have no right to, and you agree not to, scrape, crawl, or employ any automated means to extract data from the Sites.

14. Fees and Refunds.

14.1 Fees.

We charge the following fees.

Creating an account is free. However, we charge transaction fees for buying/selling tickets and products on behalf of Sellers. These transaction fees may vary based on individual agreements between us and certain Sellers. Sellers may decide whether these fees will be passed along to Consumers, shown as "Fees" on the applicable event or product page, or absorbed into the price and paid by the Seller from gross proceeds. The fees charged to Consumers for tickets and products may include, but are not limited to, facility fees, royalties, taxes, processing fees, and fulfillment fees. Importantly, any transaction fees charged by Beventi for the facilitation of orders and events, as well as any fees charged to Sellers, are non-refundable. This means that the total fees paid by Consumers for tickets and products are not necessarily the same as those charged by us to the applicable Seller or the standard fees described on our Services to Sellers. Some fees are intended to defray costs incurred by us and may include elements of profit or loss. We do not control (and cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing in foreign currencies or from foreign entities. Consumers are advised to check with their bank or credit card company prior to purchasing to understand all applicable fees, surcharges, and currency conversion rates.

14.2 Refund Requests.

Consumers requesting a refund should contact the Seller.

All transactions are between a Seller and its Consumers. Consumers should contact the applicable Seller of their event or product purchase with any refund requests. Note that while the cost of tickets or products may be refundable under certain conditions, any transaction fees charged by Beventi at the time of purchase, as well as any fees charged to Sellers, are non-refundable.

15-16

15. Your Account with Beventi

15.1 Do's and Dont's.

When you create an account with us or use our Services, you must provide us with accurate information and follow these rules.

We may require you to create an account to access certain features or functions of the Services. You agree to the following:

  1. You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. Our Services are not targeted at children. If you are at least 13 but under the legal age of majority where you reside, you may only use the Services under the supervision of a parent or legal guardian who consents to and manages your use of the Services and/or account. If you are under 13, you may not use our Services or provide us with any information about yourself.
  2. You must provide accurate, current, and complete information about yourself, or if you are using the Services on behalf of an entity, that entity (the "Registration Data"). You also must update this Registration Data if it changes.
  3. If there is a dispute between two or more persons or entities regarding account ownership, we will be the sole arbiter of that dispute and our decision (which may include termination or suspension of the account) will be final and binding.
  4. If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
  5. We may provide you the ability to implement certain permissions within your account to third parties including, "sub-users," "sub-accounts," or other credentialed account users. If we do so, you are solely responsible for all activity that occurs under your account (including actions by sub-users). You must maintain the confidentiality of your password and account details. All rules applicable to your account will apply to all third parties to whom you grant access to your account.
  6. You will immediately notify us of any unauthorized use of your password or account, or any other breach of security. You are responsible for any activities that occur under your account.
  7. You will not use the Services to collect any sensitive personal information, such as health information (including "protected health information" as defined in 45 C.F.R. §160.103), social security numbers, financial information, payment card numbers, driver's license numbers, and passport numbers, unless otherwise permitted by these Terms or we have consented to the collection of the information in writing.

16. Your Content and Your Trademarks.

16.1 Rights and Responsibilities.

We have certain rights to use Your Content and Your Trademarks.

  1. You are solely responsible for Your Content and Your Trademarks. You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish, and create derivative works based on:
  2. Your Content, in whole or in part, in any media, for
  3. the purpose of operating the Services (including our promotional and marketing services, which may include promotion of you and Your Beventi Events on a third-party website or other media, including our event distribution providers and our social media properties);
  4. Beventi’s internal purposes (such as employee or shareholder communications); and

iii. when you give your permission, for the purposes of promoting Beventi or our Services; and

  1. our Trademarks,
  2. in connection with our use of Your Content; and
  3. for the purpose of identifying you as an existing or past customer of Beventi both on the Services and in marketing, advertising and promotional materials. 

We don’t claim ownership to Your Content or Your Trademarks, but these licenses are essential to provide you the Services and help Your Beventi Events. Consider the following examples: if you submit your logo or other images associated with one of Your Beventi Events, we can display them on our website and resize or enhance them so that they look good on our Applications, or use them with our marketing tools to help you promote Your Beventi Events; we may feature details from one of Your Beventi Events in a blog, case study, or shareholder letter to highlight the impact made by Your Beventi Events.

  1. You hereby waive any and all moral rights in connection with our use of Your Content in accordance with the licenses in this Section 16. Aside from these licenses, we do not claim, and you do not transfer, any ownership rights in any of Your Content or Your Trademarks and nothing in these Terms will restrict any rights that you may have to use and exploit Your Content and Your Trademarks outside of the Services.

16.2 Representations.

You represent that you are able to grant us the rights described above.

You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content and Your Trademarks:

  1. do not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;
  2. comply with all applicable local, state, provincial, national, and other laws, rules and regulations; and
  3. do not violate these Terms.

16.3 Content Rules and Guidelines.

Your Content must comply with our rules and guidelines.

  1. Your Content must be accurate and truthful. We reserve the right to remove Your Content from the Services if we believe that Your Content or Your Beventi Events violate these Terms, our Community Guidelines, or for any other reason. Your Content and Your Trademarks may be displayed on the Services in proximate distance to any Site Content or any third-party content, including content that is substantially similar or competing with yours, and we do not guarantee your exclusivity as a Seller in any category. Without limiting the generality of the foregoing, the Services are provided on a nonexclusive basis. We may preserve Your Content, Your Trademarks, Registration Data, and all other data associated with your account, and may also disclose Your Content, Your Trademarks, Registrations Data, and all other data associated with your account account if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
  2. comply with legal process;
  3. respond to claims that any of Your Content or Your Trademarks violate the rights of third parties;
  4. enforce or administer these Terms; and/or
  5. protect the rights, property, and/or personal safety of us, our Users and/or the public, including fraud prevention.

You understand that the technical processing and transmission of the Services, including Your Content and Your Trademarks, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

17-18

17. Notices. 

Here’s how to notify us.

  1. Notices may be sent to you by email or regular mail at your business address listed in Beventi's records. We may also provide notices of changes to these Terms or other matters by displaying notices or links to notices on the Services. 
  2. If you wish to contact us or deliver any notice(s), you can do so via email to support@beventi.co

18. Modifications to the Terms or Services. 

We may modify these Terms from time to time and will notify you of material changes.

We reserve the right to modify these Terms (including the Privacy Policy and the Merchant Agreement from time to time (collectively, "Modifications"). If we believe any Modifications are material, we will let you know by one (or more) of the following methods:

  1. posting the changes through the Services;
  2. updating the "Updated" date at the top of this page; or
  3. sending you an email or message about the Modifications.
  4. Modifications that are material will be effective thirty (30) days following the "Updated" date, unless a different date is communicated in our notice to you. All other Modifications will be effective immediately.
  5. You are responsible for reviewing any Modifications. Your continued use of the Services after any Modification will be considered your acceptance of that Modification and the updated Terms. In certain circumstances, we may seek a Modification to these Terms that will only apply to you. This type of Modification must be in writing and signed by both parties (you and Beventi).
  6. We are constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. We reserve the right to modify, replace, or discontinue any part of the Services or the entire Services at any time and for any reason.

19-20

19. Assignment. 

We can assign our rights and obligations under these Terms.

We may, without your consent, freely assign these Terms and our rights and obligations under these Terms, whether to an Affiliate or to another entity, in connection with a corporate transaction or otherwise.

20. Entire Agreement. 

These Terms make up our entire agreement with you unless we also enter into a separate written agreement.

Except as otherwise stated in these Terms, these Terms are the entire agreement between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and Beventi on the subject matter of these Terms, other than any written agreement for Services between you and us relating to a specified event or events.

21-22

21. Applicable Law and Jurisdiction. 

Disputes that can’t be resolved under our arbitration agreement will be resolved in the courts of San Francisco under California law.

  1. These Terms are governed by the laws of Australia, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live, but if you live outside of Australia, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. 
  2. Beventi is based in Melbourne, Australia. Any legal action against us related to our Services and not subject to the arbitration provisions in Section 9 of these Terms will take place in Melbourne, Australia. By agreeing to these Terms, you submit to the personal jurisdiction of the state or federal courts (as applicable) in Melbourne, Australia.

22. Feedback. 

We have a right to use any feedback you provide us.

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services, as well as feedback, comments, suggestions, and ratings regarding the services and events of third parties such as the Seller of products (collectively, "Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, publish, and exploit those ideas and materials for any purpose, with or without your name, without compensation to you. We may collect testimonials, ratings, and reviews about Site Content, the Services, and, if you are a Seller, and your content. These testimonials, ratings and reviews will be considered Feedback. We retain full discretion on whether, when, where, with whom, and how Feedback is shared or published.

23-24

23. Third Party Websites; Linked Accounts; Third Party Offers. 

We are not responsible for third-party websites or materials that you access.

The Services or Users may provide links to other Internet websites or resources. Because we have no control over such websites and resources, you agree that we are not responsible for the availability of such websites or resources. We do not endorse and are not responsible or liable for any Site Content, advertising, offers, products, services, or other materials on or available from such websites or resources and are not responsible for any damages or losses related to them, even if such websites or resources are connected with our partners or third-party service providers. For example, if you purchase ticket insurance on the Site from a third party, your contractual relationship is with the third-party ticket insurance provider, not with us.

24. Additional Miscellaneous Provisions. 

Here’s some more legal stuff before you go.

If we fail to enforce any part of these Terms, that will not amount to a waiver of our right to later enforce that or any other part of these Terms. Except as expressly set out in these Terms, the exercise by us of any of our remedies under these Terms will not preclude us from exercising our other remedies under these Terms or otherwise. No oral waiver, amendment, or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles and subtitles in these Terms, along with the italicized text following them, are for convenience only and have no legal or contractual effect and do not amount to legal advice. When we say Beventi “may” or has the right, is permitted, authorized, or allowed to do something in these Terms, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under these Terms may be made by us in our sole discretion. As used in these Terms, “including” means “including, but not limited to.” When these Terms say that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. Your obligations, duties, warranties, representations, releases, and waivers throughout these Terms are also the obligations, duties, warranties, representations, releases, and waivers of your Affiliates. No independent contractor, agency, partnership, joint venture, or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.