Ticketfly API Terms of Use

We’re glad you’ve chosen to use the Ticketfly API. The Ticketfly API is available for both commercial and non-commercial use. By using the Ticketfly API (the “Ticketfly API” or “API”), you and, if applicable, the company you represent (collectively, “you”) accept and agree to be bound by the following terms and conditions (the “Terms of use” or “Terms”). It is important that you read these Terms as they form a legal agreement between you and Ticketfly (“Ticketfly”, “we”, or “us”). You hereby represent and warrant that: (a) you have the full right, power and authority to enter into this Agreement; (b) this Agreement is your valid and binding obligation; and (c) you have obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform your obligations hereunder in compliance with all applicable laws, rules and regulations.

In addition to the content in this document, the following are incorporated into the Terms (and references to “Terms” shall mean this document and those incorporated by reference): (1) the Ticketfly Terms of Service which is located at http://www.ticketfly.com/about/legal-policies/terms-of-service/, (2) the Ticketfly Privacy Policy, which is located at http://www.ticketfly.com/about/legal-policies/privacy-policy/, and (3) the Purchase Terms and Conditions, which are located at http://www.ticketfly.com/about/legal-policies/purchase-terms-and-conditions/. In the event of any conflict between the content in this document and the documents incorporated by reference, this document shall control with respect to your use of the API. If you disagree with anything in these Terms, do not click that you agree to them, and do not accept, access or use the API.

In an effort to maintain the integrity of our system and provide the best possible experience to the consumer, Ticketfly also requires these steps be followed by automated processes:

1) That developers identify themselves with a distinct User-Agent that is not disguised as a standard browser
2) They honor robots.txt
3) They make no attempt to purchase or cart tickets

Ticketfly and any of its parents and subsidiaries reserves the right to change these Terms at any time and without prior notice, effective immediately upon posting on www.ticketfly .com (the “Website”). The most current version of these Terms can be reviewed at this URL anytime. The most current version of the Terms will supersede all previous versions. By using the Ticketfly API after changes are made to the Terms you agree to be bound by such changes. Your only recourse if you disagree with the Terms, or changes to the Terms, is to discontinue your use of the API. As such, You should review the Terms periodically.

1 Description, Licenses, and Restrictions

1.1 Description of Ticketfly API. The API consists of programmatic web API and associated tools and documentation that allow you to create software application(s) or website(s) (your “Application,” which includes all components and content thereof) which will display certain data and content from the Ticketfly website at www.Ticketfly.com (“Website”), as released from Ticketfly from time to time (the “Content”), subject to the limitations and conditions described herein.

1.2 Developer Accounts and Access Codes. In order to obtain the API, you must create a developer account. You will be issued one or more unique security keys, secrets, tokens, passwords and/or other credentials (collectively, “Access Codes”) for accessing the API and managing your account. You may only access your account with the Access Code issued to you by Ticketfly. Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Access Codes to any other party or use them with any other Application other than that for which you initially applied for it. You may not modify or attempt to circumvent the Access Codes. You are responsible for maintaining the secrecy and security of your Access Codes. You are fully responsible for all activities that occur using your Access Codes, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account. Failure to do so may jeopardize your continued access to the API.

1.3 API License Grant. Subject to the terms and conditions in these Terms, we grant you a limited, non-exclusive, non-assignable or transferable license under Ticketfly’s intellectual property rights during the Term to use the API to develop, test, and support your Application, and to distribute or allow access to your integration of the API within your Application to end users of your Application. You have no right to distribute or allow access to the stand-alone API.

1.4 Brand Features License Grant. Subject to the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-assignable or transferable license during the Term to display our trade names, trademarks, service marks, logos and domain names that we make available to you in our discretion via the Developer Site (collectively, “Brand Features”) to promote or advertise your integration of the API in your Application. You agree that your use and display of the Brand Features will at all times be consistent with the Guidelines for Use of Ticketfly Brand Features, and any other branding, trademark, or similar guidelines included in the Platform Guidelines. In particular, you agree not to display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Ticketfly, or in a way that suggests we have created, sponsored, or endorsed your Application or its content.

1.5 Restrictions. In addition to other restrictions contained in these Terms, you agree not to do any of the following, unless expressly permitted by Ticketfly in these Terms or in writing by Ticketfly:

a. Request or publish information impersonating a Ticketfly client or employee, or misrepresent any client or other third party in requesting or publishing information;

b. Obtain, display or use more Content than is necessary for the operation of your Application;

c. Use the API or Brand Features for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate these Terms (or any document incorporated into the Terms), or breach any laws or regulations, or violate any rights of third parties, in your use of the API;

d. Remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including the API, the materials posted at the Developer Site, and our Website;

e. Sell, lease, share, transfer, sublicense or fail to protect the confidentiality of the API, Access Codes, or content posted or available in areas of the Developer Site that require Access Codes;

f. Charge, directly or indirectly, any incremental fees (including any unique, specific, or premium charges) for access to Ticketfly’s Content or your integration of the API in your Application;

g. Use the Content in any advertisements or for purposes of targeting advertisements (whether such advertisement appear in your Application or elsewhere);

h. Submit content that falsely expresses or implies that such content is sponsored or endorsed by Ticketfly;

i. Use the Content for generating advertising, messages, promotions, offers, or for any other purpose other than, and solely to the extent necessary for, allowing end users to use the returned Content in your Application;

j. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the API, Access Codes, our Website, our Content, or any of our other services;

k. Use the API in an Application that competes with products or services offered by us;

l. Interfere with or disrupt the API or Ticketfly services or servers or networks connected to Ticketfly services, or disobey any requirements, procedures, policies or regulations of networks connected to Ticketfly services;

m. Use any robot, spider, site search/retrieval Application, or other device to retrieve or index any portion of Ticketfly services or collect information about users for any unauthorized purpose;

n. Download, scrape, post, or transmit, in any form or by any means, and part of our Website or Content other than Content which you post as part of your Application;

o. Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the API;

1.6 Support and Modifications. We may provide you with support or modifications for the API in our sole discretion. We may terminate the provision of such support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the API and require that you use such subsequent versions. Your continued use of the API following a subsequent release will be deemed your acceptance of modifications.

1.7 Fees. The API are currently provided for free, but Ticketfly reserves the right to charge for the API in the future. If we do charge a fee for using the API or any feature thereof, you do not have any obligation to continue to use the API or the applicable feature.

1.8 Monitoring. You agree to provide us with access to your Application and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with these Terms. If, following the foregoing, Ticketfly is not satisfied that full compliance has been demonstrated, then, upon reasonable notice to you, Ticketfly may perform an audit of materials at your premises to verify your compliance with these Terms. Such audit will be during regular business hours after no less than five business days notice. You agree that we may crawl or otherwise monitor your Applications and you agree not to block or interfere with such efforts by Ticketfly.

1.9 Usage Limitations. Ticketfly may limit the number of network calls that your Application may make via the API, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as Ticketfly deems appropriate in its sole discretion. Ticketfly may change such usage limits at any time. In addition to its other rights under these Terms, Ticketfly may utilize technical measures to prevent overusage and/or stop usage of the API by an Application after any usage limitations are exceeded. If no limits are stated in the Platform Guidelines, you neverthelessYou agree to that you will not use the API in a manner that, as determined by us in our sole discretion, exceeds reasonable request volume or constitutes excessive or abusive usage.

1.10 Security Measures. Your networks, operating system and the software of your web server(s), routers, databases, and computer systems (collectively, “System” or “Systems”) must be properly configured to Internet industry standards as required to securely operate your Application. You will not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to Ticketfly in writing via email to afilliates [at]@ticketfly.com or subsequent contact information posted in the Developer Site. You will work with Ticketfly to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of security deficiency or intrusion involving the Application, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Ticketfly in each instance.

1.11 Ticketfly Independent Development. You understand and acknowledge that Ticketfly may be independently creating applications, content and other products or services that may be similar to or competitive with your Application, and nothing in these Terms will be construed as restricting or preventing Ticketfly from creating and fully exploiting such applications, content and other items, without any obligation to you.

2 Marketing and Publicity

2.1 Your Marketing and Publicity. You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Ticketfly (or otherwise embellishing your relationship with Ticketfly). However, youYou may not issue any formal press release via traditional or online media without Ticketfly’s prior consent, unless expressly allowed in the Guidelines for Use of Ticketfly Brand Features.

2.2 Ticketfly’s Marketing and Publicity. We may publicly refer to you, orally or in writing, as a licensee of the Ticketfly API and we may publish your name and/or logo (with or without a link to your Application) on our Website, in press releases, and in promotional materials without your prior consent.

3 Proprietary Rights

3.1 3.1 Ticketfly Property. As between you and us, we own all rights, title, and interest, including without limitation all intellectual property rights, in and to, the (i) API, and all elements, components, and executables of the API; (ii) the Content available from the API; (iii) our Website; and (iv) our Brand Features (collectively, the “Ticketfly Materials”). Except for the express licenses granted in these Terms, Ticketfly does not grant you any right, title or interest in the Ticketfly Materials. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Ticketfly may reasonably request to effect, perfect or confirm Ticketfly’s rights to the Ticketfly Materials.

3.2 Your Property. You shall retain all right, title and interest in and to all documents, messages, graphics, images, files, data and other information you transmit through the Ticketfly API (collectively, the “Licensee Data”), provided, however, that you hereby grant to Ticketfly a worldwide, royalty-free, fully sublicenseable, non-exclusive license to use the Licensee Data solely for the purposes of implementing and maintaining the Ticketly API and fulfilling its obligations hereunder. Notwithstanding the foregoing, “Licensee Data” does not include non-identifiable aggregate data and usage statistics compiled by Ticketfly in connection with your use of the Ticketfly API.

4 Privacy

4.1 Ticketfly’s Privacy Policy. Ticketfly’s collection and use of personal information from its users and developers is governed by Ticketfly’s Privacy Policy, available at http://www.ticketfly.com/about/legal-policies/privacy-policy and incorporated by reference into these Terms, with the exception that Ticketfly may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes Ticketfly reasonably deems necessary pursuant to these Terms. You understand and agree that Ticketfly may access, preserve, and disclose your personal information and your developer account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Ticketfly, its affiliates or partners, its users, or the general public.

5 Confidentiality

The term “Ticketfly Confidential Information” means any information of or relating to Ticketfly that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Ticketfly or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding Ticketfly’s API and Ticketfly’s products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Ticketfly Confidential Information remains the property of Ticketfly, and no license or other right in any Ticketfly Confidential Information is granted hereby. You will not disclose any Ticketfly Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit your internal distribution of Ticketfly Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Ticketfly Confidential Information for the benefit of anyone other than Ticketfly. Upon Ticketfly’s written request, you will destroy or return to Ticketfly all Ticketfly Confidential Information in your custody or control. In addition to the terms of this provision, you and Ticketfly will continue to be subject to any non-disclosure agreement that you and Ticketfly have entered into separately. This provision will survive any termination of these Terms.

6 Term and Termination

6.1 Term. The term of these Terms of Use shall commence on the date upon which you agree to the Terms and shall continue in force thereafter, unless modified or terminated as provided herein.

6.2 Ticketfly Termination; Suspension; Discontinuance. We may suspend or terminate your use of all or any of the API at any time if we believe you have violated these Terms, the User Agreement, the Platform Guidelines, or, in our sole discretion, we believe the availability of the API in your Application is not in our or our users’ best interests. We may discontinue the availability of some or all of the API at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the API or our Website. All of our rights herein may be exercised without prior notice or liability to you.

6.3 Your Termination. You may terminate the agreement under these Terms for any reason or no reason at all, at your convenience, by closing your account or ceasing use of the API.

7 Limitation of Liability, Disclaimers; No Warranties

YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT TICKETFLY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TICKETFLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE TICKETFLY MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE TICKETFLY MATERIALS OR ANY TICKETFLY SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE TICKETFLY MATERIALS OR ANY TICKETFLY SERVICES. UNDER NO CIRCUMSTANCES SHALL TICKETFLY’S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).

EXCEPT AS SET FORTH HEREIN, TICKETFLY MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TICKETFLY DOES NOT WARRANT THE RESULTS OF USE OF THE TICKETFLY API, AND LICENSEE ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.

LICENSEE SHOULD NOTE THAT IN USING THE TICKETFLY API, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER TICKETFLY’S CONTROL (SUCH AS A THIRD PARTY SMS DELIVERY PLATFORM). TICKETFLY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

8 Indemnification

You agree to hold harmless and indemnify Ticketfly, and its affiliates, and their respective directors, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of any Ticketfly Materials, violation of these Terms of Use or any other actions connected with your use of the Ticketfly API, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.

9. General Terms

9.1 Governing Law; Attorneys Fees. These Terms will be governed by and construed in accordance with the laws of the State of California as such laws apply to contracts between California residents performed entirely within California. Any action or proceeding arising from or relating to these Terms must be brought in a federal court in the Northern District of California or in state court in San Francisco, California and each party irrevocably submits to the jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys’ fees and costs incurred.

9.2 Interpretation. . The term “include” (and all of its variants) when used in these Terms will be interpreted to be followed by the clause “without limitation” in all cases. You agree that Ticketfly has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.

9.3 2 Waiver. The failure of Ticketfly to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

9.4 3 Severability of Terms. If any provision of these Terms 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 these Terms remain in full force and effect

9.5 4 Applicability and Entirety of Terms. These Terms do not apply to You if You and Ticketfly have executed a written API License Agreement, in which case such Agreement applies. In all other cases, these Terms apply to You, they constitute the entire agreement between us with respect to the subject matter herein, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between us.

9.6 5 Relationship Between the Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.