TX.IS Terms of Service


1.  THESE TERMS AND CONDITIONS


1.1  You are reading a legal document which is the "User Agreement" (or "Terms and Conditions") between you, a particular user of the App (whom we refer to as “you” or “your” in this document), and us for your use of the TX.IS Services and/or the App (as defined below). We are TX Corporation Limited, a company registered in England under company number 07735542 with our registered office at 34b York Way, London, N1 9AB, England and VAT number GB158 1678 79 (and we refer to ourselves as "TX", “we”, “us” or “our” in this document). If you have any comments, queries or suggestions about the TX.IS Services or the App, you can write to us at this address or email us at help@tx.is.


1.2  Some TX.IS Services allow Users to enter into binding contracts with each other for the transfer and sale of tickets for events. It is important to remember that we do not own those tickets at any time and we are not a party to any arrangements or agreements made between Users via the TX.IS Services and/or the App and all such arrangement or agreements are a matter solely for the Users. We are merely providing a platform which provides intermediary services for those Users.


1.3  Please note that if you use the App and the TX.IS Services to buy tickets:


1.3.1  the sums you pay to TX to process your purchase of the ticket (referred to as the "TX Commission" in this User Agreement) are non-refundable; and


1.3.2  any mark-up you paid the seller on the face value of the ticket (referred to as the "Seller Mark-Up" in this User Agreement) is non-refundable except in the limited circumstances set out in Clause 9.


1.4  The App and the TX.IS Services are made available for consumer use only. By downloading the App and using the TX.IS Services, you confirm you are acting as a consumer and not as a business. If you are a business (for example, a ticket tout), you shall not download the App or use the TX.IS Services. If you are a business (for example, a ticket tout) and you download the App or use the TX.IS Services, you will be in breach of this User Agreement and we may terminate this User Agreement immediately under Clause 17, block your ability to access and use your Tickets via the App (which means your Tickets may be lost and unusable) and charge you an "unauthorised use fee" of up to the amount you have been paid via the App which you shall pay us on demand (and you hereby agree that those remedies are fair and reasonable) and we shall have no liability to you whatsoever in respect of your use of the App or the TX.IS Services.


1.5  Please read this User Agreement carefully. By accessing or using the App or the TX.IS Services (or enabling anyone else to do so), you are agreeing to these Terms and Conditions.


1.6  These Terms and Conditions were most recently updated on 16/03/2018.


1.7  We shall keep a copy of these Terms and Conditions, but you are advised to print and keep a copy of these Terms and Conditions and each amended version for your own records and future reference.



2.  DEFINITIONS


2.1  In this User Agreement, unless the context otherwise requires:


"Account" means a User’s registration for the TX.IS Services which enables him to make use of the TX.IS Services;
"App" means the TX.IS mobile application from which we provide the TX.IS Services to Users;
"App Licence" means the licence which grants you the right to use the App;
"Buyer" means a User who uses the TX.IS Services to buy Tickets;
"Confidential Information" means any information in any form or medium obtained by one party from or on behalf of the other pursuant to this User Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the date of commencement of this User Agreement together with any reproductions of such information or any part of this information (and our “Confidential Information” shall include any information relating to our methodology, software, App, TX.IS Services, other Users, and those other Users’ confidential information);
"Event" means the event named on the Ticket;
"Friend" means a User who is connected to another User via the "friend" functionality within the App;
"General Ticket Terms and Conditions" means the terms and conditions and/or restrictions applicable to the Ticket which include those set by the TX.IS Ticket Seller and those set by the Venue;
"Liability" and "Liable" means liability in or for breach of contract, breach of duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this User Agreement.
"Payment Trigger" as defined in Clause 14.7.5;
"Promoter" means the promoter of the Event;
"Quarantine Period" means the period ending 48 hours after the end of the relevant Event or, if the Event is cancelled, the period ending when we learn of the cancellation;
"Seller" means a User who uses the TX.IS Services to sell Tickets;
"Seller Mark-Up" as defined in Clause 5.14;
"Ticket" means a ticket for an Event which has been purchased from a TX.IS Ticket Seller and is available via the App;
"Ticket Information" means the information on the face of the Ticket and displayed via the App including the name of the Event, the date and time of the Event, the Venue, the section, the row and position of the seats;
"Ticket Listing" means the listing of a Ticket as for sale on the App;
"Ticket Price" means the price of the Ticket as set by the Seller via the App;
"Ticket Terms and Conditions" means the General Ticket Terms and Conditions and the TX Ticket Terms and Conditions;
"Total Price" means the Ticket Price plus the TX Commission;
"TX Commission" means the commission payable to us by Users for buying and selling Tickets via the App;
"TX Rules" means the rules (if there are any such rules) which apply to your use of the TX.IS Services and which are available via the App;
"TX Ticket Terms and Conditions" means the terms and conditions and/or restrictions applicable to the Ticket which are set by TX;
"TX.IS Services" means the services provided by TX via the App which allow Users to: (i) access their Tickets via the App; (ii) transfer their Tickets to, and receive Tickets from, other Users; (iii) sell their Tickets to, and buy Tickets from, other Users; and (iv) use such other services and functionality as TX may make available via the App from time to time;
"TX.IS Ticket Seller" means a seller of tickets for events who has agreed to make their tickets available via the App (and who may also be the Promoter);
"User" means any person who has registered to use the App and some or all of the TX.IS Services;
"User Material" means any material, content, information, data, profiles, feedback, opinions, suggestions, descriptions, documents, files, pictures, photographs, text or images uploaded or provided by the User to the App or TX;
"Venue" means the venue for the Event.



2.2  In this User Agreement:


2.2.1  references to "Clauses" are to the clauses of this User Agreement;


2.2.2  words importing a gender shall include the other gender and the neutral;


2.2.3  references to persons and entities include individuals, bodies corporate, firms, partnerships or unincorporated associations;


2.2.4  the singular includes the plural and vice versa;


2.2.5  the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this User Agreement;


2.2.6  references to "includes" or "including" or like words or expressions shall mean without limitation;


2.2.7  a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision shall include any subordinate legislation made under it; and


2.2.8  references to "written" or in "writing" includes in electronic form.


2.3  We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted in the latest Terms and Conditions online on the App, although we may also email you with the latest draft. We may introduce the changes with or without notice to you, although where we reasonably consider the change to be significant, we shall endeavour to give at least 30 days’ warning of the changes. However, in any event, you are responsible for regularly reviewing information posted online and the latest Terms and Conditions to obtain timely notice of all changes. If you do not wish to be bound by the new or revised Terms and Conditions, you must cease using the App and the TX.IS Services. If you continue to use the App and/or the TX.IS Services, you will be deemed to have accepted the new or revised Terms and Conditions.



3.  REGISTRATION FOR THE TX.IS SERVICES AND SETTING UP AS A USER


3.1  Please note that you need to register to become a User and to be able to have the functionality available for Users through the App.


3.2  We reserve the right to decline new User registrations at our discretion.


3.3  If you register for the TX.IS Services, it enables you to use the TX.IS Services made available via the App.


3.4  To register for the TX.IS Services, you must provide us with the information we request from you during the registration process. The information we request from you will depend on which of the TX.IS Services you are registering for. Some of the information we request will be mandatory, such as your name and email address. Other information will be optional, such as uploading your profile picture. We will let you know during the registration process whether the information we request is mandatory or optional. You must register using your own details and you must not impersonate another person or adopt a false identity.


3.5  You must ensure that the information you use to register is true, complete and accurate. If your details change at any time, you must update them via the App as soon as possible after they change.


3.6  You must not choose a password that can be readily guessed. If you think that you may have allowed a third party to see or use your username or password other than with your permission, you must inform us immediately and we will suspend use of the TX.IS Services under that username and password (but in any event you shall be responsible for any use under that username and password until we do so). You agree to regularly change your password and in any event when we require.


3.7  You must keep your username and password strictly confidential and secure and immediately notify us if any unauthorised third party becomes aware of your username or password or if you become aware of any unauthorised use of your username or password or if there is any breach of security known to or suspected by you. You agree that any person to whom your username or password is disclosed is authorised to act on your behalf for the purposes of using (and/or transacting via) the TX.IS Services and the App. Please note that you are entirely responsible if you do not maintain the confidentiality of your username or password. You are also entirely responsible for bringing this User Agreement to the attention of all persons who may access the TX.IS Services through your username or password or your Internet connection.


3.8  As part of your submission of your registration details to the App, we will send an email to the email address you have given, requiring you to follow the instructions in that email in order to be able to use the TX.IS Services. Until you have complied with the instructions in that email, you may register and set up and maintain your registration, but you will be unable to use the TX.IS Services. The TX.IS Services will start as soon as you have complied with the email instructions. Until that point, the TX.IS Services will not have started and completion of your registration and profile information will be in preparation for commencement of your use of the TX.IS Services.


3.9  The level of functionality for an Account shall be as described in the App from time to time and may change, and will depend on which TX.IS Services you have subscribed to receive via that Account.



4.  PROVISION AND USE OF THE TX.IS SERVICES AND APP


4.1  Our provision and your use of the TX.IS Services and/or the App are subject to these Terms and Conditions.


4.2  You can only use the TX.IS Services and the App in connection with Tickets which have been purchased from TX.IS Ticket Sellers. The list of TX.IS Ticket Sellers is available on the App and may be updated from time to time.


4.3  Please note that the Tickets which are available within the App may replace traditional paper tickets and e-mailed tickets. If your Tickets are sent to the App, or if you receive or buy Tickets from other Users via the App, you may not receive separate paper tickets or e-mailed tickets.


4.4  Your use of the TX.IS Services shall also be subject to the TX Rules (if there are any such rules) which are available via the App. We reserve the right to amend the TX Rules at any time and the latest version of the TX Rules shall apply to you and your use of the TX.IS Services. All amendments to the TX Rules will be posted in the latest TX Rules on the App. You are responsible for regularly reviewing information posted via the App and the latest TX Rules to obtain timely notice of all changes.


4.5  Your ability to access and use the various TX.IS Services will depend on your subscription to the TX.IS Services. You will only be able to access and use those TX.IS Services which you have subscribed to receive via the App.


4.6  You should make sure your mobile device is set to receive notifications from the App. If your mobile device is not set to receive notifications from the App:


4.6.1  the App will not be able to notify you when a Ticket is received and available to you via the App; and


4.6.2  your Tickets may not be available on your mobile device for you to access the Event.


4.7  Please note that there may be some Tickets which for commercial or legal reasons we block from transfer or sale via the App and the TX.IS Services.


4.8  We do not offer an auction service via the App to buy and sell Tickets.



5.  TX.IS SERVICES


Ticket Fulfilment


5.1  You can use the TX.IS Services so that the Tickets you buy from TX.IS Ticket Sellers are automatically sent to the App. You can then open your Tickets on your mobile device and use them to enter Events instead of using traditional paper tickets or e-mailed tickets.


5.2  Once you subscribe to this part of the TX.IS Services, all Tickets which you buy from TX.IS Ticket Sellers will be automatically sent to the App and available on your mobile device.


Transferring Tickets


5.3  You can use the TX.IS Services to transfer the Tickets you buy from TX.IS Ticket Sellers to other Users and to receive Tickets from other Users which they have bought from TX.IS Ticket Sellers.


5.4  If you use the TX.IS Services to transfer your Ticket to, or to receive a Ticket from, another User, the Ticket will be transferred to the recipient User once the transferring User clicks on the "confirm transfer" button on the App.


5.5  Once the Ticket has been transferred via the App:


5.5.1  the Ticket will appear in the recipient User's App and will be available for use by the recipient User; and


5.5.2  the recipient User will be recognised by the TX.IS Ticket Seller as the holder of the Ticket.


5.6  The TX.IS Services contain a"Friends Only" option. If the TX.IS Ticket Seller applies the"Friends Only " option to the Ticket, the TX.IS Services will only allow you to transfer the Tickets to, and to receive the Tickets from, Users who were your Friends before the Ticket was first purchased from the TX.IS Ticket Seller.


5.7  You must make sure you transfer your Ticket to the correct User. Once you transfer your Ticket to another User, it will be available for that other User to use via the App. It is your responsibility to make sure you transfer your Ticket to the correct User. We shall have no Liability to you if you transfer your Ticket to the wrong User and that User uses the Ticket.


5.8  You must not transfer, or attempt to transfer, a Ticket to another User via the TX.IS Services if you are not the lawful owner of the Ticket.


5.9  If you transfer a Ticket to another User via the TX.IS Services, you must not use the Ticket yourself or allow any third party to use the Ticket. If you breach this Clause 5.9, you must reimburse us for any claims or proceedings brought against us by any person as a result of your breach of this Clause 5.9 and you must reimburse us for all costs and expenses incurred by us as a result of your breach of this Clause 5.9.


5.10  If a Ticket is transferred to you by another User and it is obvious the other User did not intend to transfer the Ticket to you, you must let us know as soon as possible so we can investigate the matter with the other User.


5.11  Ticket transfers carried out via the TX.IS Services are designed to facilitate the free transfer of Tickets between Users. If you want to sell your Tickets, you can use the separate selling functionality available via the TX.IS Services.


5.12  If you use the TX.IS Services to transfer your Ticket to, or to receive a Ticket from, another User, the transfer shall take place and the binding contract between you and the other User shall come into force once the transferring User clicks on the"confirm transfer" button on the App. You will then be contractually bound to that other User in respect of the transfer of that Ticket. We will not be a party to that contract and all such contracts are a matter solely between you and the other User.


5.13  If a Ticket is transferred via the TX.IS Services, the TX.IS Services allow the transferring User to recall the Ticket from the recipient User using the "ticket recall" function within the App. You must not use the "ticket recall" function to recall the Ticket if it rightly belongs to the other User (for example, if the other User has paid you for the Ticket). If you breach this Clause 5.13, you must reimburse us for any claims or proceedings brought against us by any person as a result of your breach of this Clause 5.13 and you must reimburse us for all costs and expenses incurred by us as a result of your breach of this Clause 5.13.


Selling Tickets


5.14  You can use the TX.IS Services to sell your Tickets to Buyers via the App. To list your Ticket for sale on the App, you must select your Ticket using the App and enter the Ticket Price you will charge for the Ticket. You may enter a Ticket Price which is more than the face value of the Ticket (and the additional amount you charge above the face value of the Ticket is referred to as the "Seller Mark-Up" in this User Agreement). However, you must make sure that you comply with the Ticket Terms and Conditions when you set the Ticket Price (for example, if the Ticket Terms and Conditions say the Ticket may only be resold at +/- 10% of its face value, you must comply with this requirement). Please note that we will charge you a percentage of the Seller Mark-Up as part of our TX Commission as stated in Clause 14.


5.15  You must make sure the Ticket Price you enter into the App is correct and is the price you want to charge for the Ticket. Once you submit your Ticket to the App, it will be listed at the Total Price (which is the Ticket Price plus the TX Commission) and Buyers will be able to buy it for that Total Price. If a Buyer buys your Ticket at that Total Price, you will be legally obliged to complete the transaction in exchange for the Ticket Price even if it means you make a loss on the Ticket. Your Ticket will be automatically transferred to the Buyer by the App once the Buyer buys your Ticket. It is your responsibility to make sure you price your Tickets correctly within the App and that you make any necessary adjustments to the Ticket Price via the App.


5.16  You can change the Ticket Price of your Tickets from within your Account at any time before the Ticket has been bought by a Buyer.


5.17  You must provide the following information about your Ticket (the "Mandatory Ticket Information") to prospective Buyers via the App:


5.17.1  Where the Ticket is for a particular seat or standing area at the Venue for the Event, the information necessary to enable the Buyer to identify that seat or standing area, including, so far as applicable: (i) the name of the area in the Venue in which the seat or standing area is located (for example the name of the stand in which it is located); (ii) information necessary to enable the Buyer to identify the part of the area in the Venue in which the seat or standing area is located (for example the block of seats in which the seat is located); (iii) the number, letter or other distinguishing mark of the row in which the seat is located; (iv) the number, letter or other distinguishing mark of the seat; and (v) any unique ticket number that may help the Buyer to identify the seat or standing area or its location;


5.17.2  Information about any restriction which limits use of the Ticket to persons of a particular description; and


5.17.3  The face value of the Ticket (which is the amount stated on the Ticket as its price).


5.18  Whist the App will automatically display the Mandatory Ticket Information which the App identifies from the Ticket, it is the Seller's responsibility to make sure that all the Mandatory Ticket Information is available to prospective Buyers via the App and that all the Mandatory Ticket Information displayed on the App is accurate and complete. If any Mandatory Ticket Information is missing, incomplete or inaccurate, the Seller must correct the omission or inaccuracy immediately via their Account or notify us immediately by email to help@tx.is so we can help to resolve the issue.


5.19  Subject to Clause 5.29, once your Ticket has been listed for sale, Buyers will be able to view your Ticket at the Total Price and buy it via the App for that Total Price.


5.20  You must not sell, or attempt to sell, Tickets via the App after the Event has started.


5.21  You may remove your Ticket from sale at any time before your Ticket has been bought by a Buyer.


5.22  The first Buyer to click on the "buy ticket" button on the App will buy your Ticket for the Total Price. We will notify you via the App once your Ticket has been bought by a Buyer.


5.23  Once your Ticket has been bought by a Buyer:


5.23.1  the Ticket will be transferred to the Buyer and will appear in the Buyer's App, and will be owned by and available for use by the Buyer; and


5.23.2  the Buyer will be recognised by the TX.IS Ticket Seller as the owner of the Ticket.


5.24  The TX.IS Services contain a "Friends Only" option. If the TX.IS Ticket Seller applies the "Friends Only" option to the Ticket, the TX.IS Services will only allow you to sell those Tickets to Users who were your Friends before the Ticket was first purchased from the TX.IS Ticket Seller.


5.25  You must not sell, or attempt to sell, a Ticket to another User if you are not the lawful owner of the Ticket or if you are not allowed to list it for sale and sell it via the App (for example, because of restrictions on re-sale in the Ticket Terms and Conditions).


5.26  If you sell a Ticket to another User via the TX.IS Services, you must not use the Ticket yourself or allow any third party to use the Ticket. If you breach this Clause 5.26, you must reimburse us for any claims or proceedings brought against us by any person as a result of your breach of this Clause 5.26 and you must reimburse us for all costs and expenses incurred by us as a result of your breach of this Clause 5.26.


5.27  If you use the TX.IS Services to sell a Ticket to another User, the sale shall take place and the binding contract between you and the Buyer shall come into force once the Buyer clicks on the "buy tickets" button on the App. You will then be contractually bound to supply that Ticket to the Buyer in exchange for the Ticket Price. We will not be a party to that contract and all such contracts are a matter solely between you and the Buyer.


5.28  We do not guarantee that your Tickets will be purchased by Buyers. The buying and selling functionality available via the App is a User marketplace which is outside our control.


5.29  You acknowledge and agree that there may be circumstances where we are unable to list your Ticket for sale or where we have to delay listing your ticket for sale via the App. For example:


5.29.1  if the TX.IS Ticket Seller applies a "resale window", then you will only be able to sell your Ticket during that resale window; and


5.29.2  if the TX.IS Ticket Seller operates a "resale waiting list", then you may be required to sell your Ticket to individuals on that waiting list.


5.30  Except in the limited circumstances set on in this User Agreement, all Ticket sales are final and cannot be reversed.


Buying Tickets


5.31  You can use the TX.IS Services to buy Tickets which have been put up for sale by Sellers via the App.


5.32  You must carefully check the Ticket Information before you agree to buy the Ticket to make sure the Ticket meets your requirements. It is your responsibility if you buy incorrect Tickets via the App or the TX.IS Services and you will not be entitled to a refund for incorrect Ticket purchases.


5.33  It is possible that pricing errors will occur due to the Seller inputting the wrong Ticket Price into the App or due to technical faults with the App and/or the TX.IS Services. If you discover a pricing error, you must let us know immediately by emailing us at help@tx.is so we can fix the error.


5.34  If you are the first Buyer to click on the "buy ticket" button on the App for the Ticket, you will buy the Ticket for the Total Price.


5.35  Once you have bought a Ticket from a Seller:


5.35.1  the Ticket will be transferred to you and will appear in your App, and will be owned by and available for use by you; and


5.35.2  you will be recognised by the TX.IS Ticket Seller as the owner of that Ticket.


5.36  The TX.IS Services contain a "Friends Only" option. If the TX.IS Ticket Seller applies the "Friends Only" option to any Ticket, the TX.IS Services will only allow that Ticket to be bought by Users who were the Seller's Friends before the Ticket was first purchased from the TX.IS Ticket Seller.


5.37  It is your responsibility to buy Tickets in good time prior to the start of the Event. Tickets may be listed on the App right up to the start time of the Event so you must make sure you leave enough time to get yourself to the Event before it starts. We shall have no Liability to you as a result of you buying Tickets too close to the Event start time.


5.38  If you use the TX.IS Services to buy a Ticket from another User, the sale shall take place and the binding contract between you and the Seller shall come into force once you click on the "buy ticket" button on the App. You will then be contractually bound to buy that Ticket for the Total Price. We will not be a party to that contract and all such contracts are a matter solely between you and the Seller.


5.39  We do not guarantee that any particular Tickets will be available for you to buy at any particular time or that you will successfully buy any Tickets via the App. The buying and selling functionality available via the App is a User marketplace which is outside our control.


5.40  Except in the limited circumstances set on in this User Agreement, all Ticket purchases are final and cannot be reversed.



6.  RECEIPT OF TICKETS


6.1  It is your responsibility to regularly check the App for Tickets which have been transferred to you by other Users and for Tickets you have purchased from other Users. If a Ticket you are expecting to receive does not appear in the App, you must let us know immediately by contacting us by email at help@tx.is.



7.  TICKET TERMS AND CONDITIONS


7.1  We will make the Ticket Terms and Conditions available via the App.


7.2  If you transfer, receive, sell or buy a Ticket via the TX.IS Services, you must comply with the Ticket Terms and Conditions applicable to that Ticket. The Ticket Terms and Conditions set out the rules applicable to that Ticket and could include restrictions on re-selling the Ticket or on applying a mark-up to the face value of the Ticket. You are solely responsible for reviewing the Ticket Terms and Conditions and for ensuring that you comply with the Ticket Terms and Conditions. You must reimburse us for any claims or proceedings brought against us by any person as a result of your failure to comply with the Ticket Terms and Conditions and you must reimburse us for all costs and expenses incurred by us as a result of your failure to comply with the Ticket Terms and Conditions.


7.3  If you do not comply with the Ticket Terms and Conditions, you may be refused entry to the Venue and/or the Event. In those circumstances, we shall have no Liability to you and you shall not be entitled to a refund of any sums you paid for the Ticket.



8.  EVENT CANCELLATIONS AND CHANGES


8.1  If you receive or buy a Ticket via the TX.IS Services, you will be recognised by the TX.IS Ticket Seller as the holder or owner of the Ticket and you will be bound by the General Ticket Terms and Conditions.


8.2  The General Ticket Terms and Conditions will set out the rules which will apply if the Event is cancelled or rescheduled or if any other changes are made to the Event or your Ticket.


8.3  If the Event is cancelled or rescheduled or if any other changes are made to the Event or your Ticket, this is a matter for you and the TX.IS Ticket Seller and:


8.3.1  we will not refund you any part of the Total Price you paid for the Ticket. Any rights you may have to a refund are against the TX.IS Ticket Seller and not TX and are subject to the General Ticket Terms and Conditions; and


8.3.2  we shall have no Liability to you for the cancellation, rescheduling or change.



9.  RESOLVING DISPUTES


9.1  To ensure the TX.IS Services run smoothly, we must be able to resolve disputes quickly. You must make yourself available to us as soon as possible on request (and within a maximum of 48 hours of us sending you a message via the App, sending you an SMS message, emailing you or leaving a voicemail on your phone) so we can resolve any disputes with you.


9.2  If you buy a Ticket via the TX.IS Services, you must report any problems to us as soon as possible and within the Quarantine Period.


9.3  If a Buyer reports a problem to us within the Quarantine Period:


9.3.1  we will contact the Buyer and the Seller and ask you both for full details of the problem;


9.3.2  the Buyer and the Seller must provide us with all information we request so we can resolve the matter;


9.3.3  we will investigate the matter with the Buyer and the Seller;


9.3.4  upon completion of our investigation, we will decide how to resolve the matter, which may include requiring the Buyer to pay the Total Price in full or refunding the Ticket Price (but not the TX Commission) to the Buyer. If the Buyer is refunded the Ticket Price (but not the TX Commission), the Buyer shall not use the Ticket.


9.4  Our decision under Clause 9.3.4 shall be final and binding on the Buyer and the Seller.


9.5  If we decide to refund the Ticket Price (but not the TX Commission) to the Buyer under Clause 9.3.4:


9.5.1  we shall retain the TX Commission; and


9.5.2  we shall have no Liability to pay the Ticket Price or any other sums to the Seller.


9.6  If no problems are reported to us within the Quarantine Period, we will assume there are no problems and we will pay the Ticket Price to the Seller. Once this has happened, the Ticket Price cannot be refunded (in whole or in part) to the Buyer.



10.  APP FUNCTIONALITY


Communications and Social Networks


10.1  The App is designed to allow Users to find each other within the App via the "find" functionality and to build social networks within the App via the "request friend" and "accept friend" functionality.


10.2  If you accept a "friend request" from another User, you will become "Friends" with that other User and will be able to use the "friends" functionality within the App.


10.3  The App puts you in control of your own privacy. If you do not want other Users to find you or be able to see the events you are attending, you can use the "hide events" or "private" settings within the App.


10.4  Whilst we provide the facility for you to communicate with other Users, we will not be responsible if other Users do not respect the privacy or confidentiality or security of your information, or if you reveal any further information about yourself or other people. You should control your privacy through the App's privacy settings and you should not share confidential or sensitive information with other Users via the App. We shall in no circumstances have any Liability for any use of misuse of your information by any Users of the App.


10.5  It is your responsibility to regularly check your webmail facility and to respond promptly to any communications received from other Users. We shall not be responsible for notifying you of any communications received from other Users.


10.6  You shall not attempt to circumvent the TX.IS Services and shall not disclose to any other User any of your contact details (including name, email address, telephone number or address). For example, Sellers shall not list Tickets for sale via the App and then sell them directly to Buyers outside the App to avoid paying us the TX Commission.


Ticket Searches


10.7  The App is designed to allow Users to search for Tickets for Events which are for sale via the App. Users can search for Tickets for Events in the following ways:


10.7.1  Users can type the Event details into the "search" function within the App; and


10.7.2  Users with an existing ticket for the Event can scan their ticket with their mobile device.


Ticket Verification


10.8  If you are offered a ticket by a third party such as a ticket tout, you can scan the ticket with your mobile device and the App will check its database and will let you know if the App has any information as to whether the ticket owner has put the ticket up for sale or whether the ticket has already been used to enter the Event.


10.9  Please note that the ticket verification service offered by the App is designed to help Users to check the validity of tickets. It does not guarantee the validity of tickets and we shall have no Liability to you for the validity or invalidity of any tickets you purchase after using the ticket verification service.


Maps and Location Services


10.10  The App may provide links to external maps and location services which help you to find the Venue and the most convenient Venue entrance. You acknowledge that the maps and location services are provided by third parties and that we shall have no Liability to you for the accuracy or completeness of those maps or location services.


ID Validation


10.11  Some TX.IS Ticket Sellers may require you to verify your ID via the App before you can transfer, receive, buy or sell Tickets via the App. We will let you know via the App if ID validation is required for you to transfer, receive, buy or sell Tickets via the App.



11.  USER MATERIAL


11.1  As between you and us, you shall retain ownership of any User Material you submit to us or the App. You hereby waive your moral rights in such User Material and grant us a royalty-free, perpetual, irrevocable, assignable, sub-licensable, worldwide, non-exclusive right and licence to use, copy, modify, edit, adapt, translate, publish and distribute (in our absolute discretion) any such User Material transmitted by you to us or the App for any purpose whatsoever (including for display on the App and for marketing and promoting the TX.IS Services), save to the extent that any such User Material consists of a message transmitted in such a way as it is clearly intended to be of private correspondence between you and another User. You hereby warrant that:


11.1.1  you have sufficient rights or licence in order to be able to send any such User Material to us or to the App or to any User, and for us and the App and other Users to use the User Material in any ways intended to be used (as described in this User Agreement); and


11.1.2  in submitting any such User Material to us or to the App or to any third party, you shall not in any way breach or infringe Clause 12.17.


11.2  We shall not monitor or pre-screen any comments or User Material made or submitted by any User to the App, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any User Material that you or any User transmits, posts or sends to us or the App (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach this User Agreement or may give rise to a breach of this Clause 11 or to any Liability for us or any third party.


11.3  The views and comments in User Material are those of the relevant authors and do not reflect the views of us or any of our officers or employees. We shall not be responsible for any User Material submitted or supplied by any User.


11.4  All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the TX.IS Services or the App (each being “Ideas”) shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.



12.  GENERAL RULES


12.1  The App and the TX.IS Services are entirely dependent on you being able to access and use your mobile device, the App being properly installed on your mobile device (which includes installing all updates and upgrades we make available from time to time), and on your mobile device having the necessary mobile signal. It is your responsibility to make sure you have your mobile device with you, that the App is properly installed on your mobile device and is up to date, and that you can access and use your mobile device, that it works and is sufficiently charged, and that you can get the necessary mobile signal. If you are unable to access or use the TX.IS Services, or if you are unable to access or use your Ticket, for any of these (or any other similar) reasons, we shall have no Liability to you in respect of that matter (including if you are unable to get into the Venue or the Event as a result).


12.2  You must have your formal identification documents (for example, your photo card driving licence) with you when you go to the Event. This will help you to gain access to the Event if there is a problem with your mobile device or the App.


12.3  As with all technology, it is possible for technical errors to occur within the App and the TX.IS Services. You must notify us as soon as possible if you notice that a technical error has occurred within the App and/or the TX.IS Services. If we discover that a technical error has occurred which has resulted in an incorrect transaction being concluded via the App or the TX.IS Services, we will let you know and we reserve the right to reverse that transaction.


12.4  You agree not to cause any other User any loss or liability or interfere with another person's use of the TX.IS Services except to the extent that we expressly permit.


12.5  You agree to use other Users' information that you discover as a result of using the TX.IS Services strictly for the purpose of using the TX.IS Services yourself and not to post another person's data on a publicly available place (without that other person's express prior consent).


12.6  Information provided by a third party on or through the App (including mapping information) is facilitated by us solely for your convenience only. Your use of such information may be subject to additional terms and conditions of such third party. You agree that sole responsibility for that third party information shall rest with that third party and not us.


12.7  We will use our reasonable endeavours to ensure that information on our database regarding Users is updated regularly. However, you acknowledge that there may be a time delay in updating this information.


12.8  We will use our reasonable endeavours to correct any errors or omissions in the TX.IS Services or App as soon as practicable after being notified of them. However, we do not guarantee that the TX.IS Services or the App will be free of faults and we do not accept Liability for any errors or omissions. In the event of a fault in the TX.IS Services, you should report it to us as soon as possible by email to help@tx.is so we can resolve the issue.


12.9  You shall ensure that all User Material provided by or on behalf of you to us, the App and other Users (whether through the App or not) is true, complete and accurate and you shall promptly inform us of any changes to such information by updating the details via the App.


12.10  If the App and the TX.IS Services are accessed by you from outside the United Kingdom, this is entirely at your risk. We make no representation that the App or the TX.IS Services are available or otherwise suitable for use outside of the United Kingdom. If you choose to access or use the App or the TX.IS Services from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:


12.10.1  ensuring that what you are doing in that country is legal; and


12.10.2  the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).


12.11  Whilst we accept Liability in the circumstances set out in Clause 19.6, we do not warrant that your use of the TX.IS Services or the App will be uninterrupted or error free.


12.12  We reserve the right to change, modify, substitute, suspend or remove without notice any information or service on the App or forming part of the TX.IS Services from time to time without notice to you.


12.13  You agree to comply at all times with any instructions for use of the TX.IS Services in this User Agreement or which we display on the App from time to time.


12.14  Nothing on the App shall constitute advice or a recommendation.


12.15  We assume no responsibility for the content or services of any other websites or services to or from which the App or the TX.IS Services has links. The links are provided "as is" with no warranty, express or implied, for the information provided within those sites.


12.16  No one is entitled to frame any of the App onto another website without our prior written consent (which may be withheld in our absolute discretion).


12.17  The following uses of the TX.IS Services (and App) are expressly prohibited and you undertake not to do (or to permit or encourage or entice or induce anyone else to do), directly or indirectly, any of the following:


12.17.1  send or receive any material which is grossly offensive, harassing, threatening, malicious, abusive, of an indecent, obscene, pornographic or menacing character, vulgar, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, or which may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy or any third party rights of any nature;


12.17.2  send or post any User Material or do anything that unfairly takes advantage of or exploits any other person;


12.17.3  send or post any inaccurate or incomplete or misleading data or material;


12.17.4  cause annoyance, inconvenience or needless anxiety;


12.17.5  intercept or attempt to intercept any communications transmitted by way of a telecommunications system;


12.17.6  use the App or TX.IS Services for a purpose other than which we have designed them or intended them to be used;


12.17.7  use the App or TX.IS Services in any way which breaches any laws, regulations, byelaws, codes of practice, licences, registrations, permits or authorisations;


12.17.8  use the App or TX.IS Services for any fraudulent, criminal or unlawful purpose or for inciting, encouraging or enticing any fraudulent, criminal or unlawful purpose (including using a payment card which is not yours to use);


12.17.9  impersonate any other person or body or misrepresent a relationship (or a lack of a relationship or a different relationship) with any person or body;


12.17.10  do anything other than in conformance with accepted Internet practices and practices of any connected networks;


12.17.11  act in a racist, sexist or discriminatory way;


12.17.12  do anything in any way which may incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity;


12.17.13  do anything in a way that we consider may be contrary to our interests;


12.17.14  resell the TX.IS Services (or App) without our prior written consent;


12.17.15  furnish false User Material, including false names, addresses or contact details or fraudulent use of payment card numbers;


12.17.16  attempt to circumvent our security or network including accessing data not intended for you, log into a server or account you are not expressly authorised to access, or probe the security of other networks (such as running a port scan);


12.17.17  use, deliver or transmit any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;


12.17.18  access the TX.IS Services (or App) in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;


12.17.19  interfere or attempt to interfere with the proper working of the App or TX.IS Services;


12.17.20  use the App for any advertising (except with our express prior consent);


12.17.21  execute any form of network monitoring which will intercept data not intended for you;


12.17.22  harvest or otherwise collect any information or data about Users without their express consent;


12.17.23  send "junk mail" or other advertising material to individuals;


12.17.24  create or forward "chain letters" or other "pyramid schemes" of any type, whether or not the recipient wishes to receive such mailings;


12.17.25  send malicious email, including flooding a user or site with very large or numerous emails;


12.17.26  harass or abuse or stalk any person;


12.17.27  enter into fraudulent agreements or arrangements with other Users (which shall include pretending to be a third party, or to have no relationship with another User when one exists); or


12.17.28  make unauthorised use, or forging, of mail header information.


12.18  you are responsible for your own costs and expenses incurred in connection with your use of the TX.IS Services and the App.


12.19  We do not warrant that the App will be compatible with all hardware and software which you may use. You are responsible for making sure you have the correct hardware and software in place to access and use the App and the TX.IS Services.



13.  BREAKING THE RULES


13.1  You agree to inform us as soon as you suspect that any User is in breach of any term of this User Agreement. Following receipt of your information, we may investigate and decide what, if any, action to take in our absolute discretion. We shall not enter into discussion as to our decision or the results of our investigation.


13.2  If we suspect you may have breached this User Agreement, we will investigate the matter and you shall co-operate with us and provide us with all information we request in connection with the matter.


13.3  We reserve the right to cancel any Ticket Listings, put transactions "on hold", and to reverse any transactions which are, or which we reasonably suspect are, in breach of the terms of this User Agreement or any applicable laws. In those circumstances, we may charge the User responsible for the breach an administrative fee of up to 10% of the Total Price of the Ticket to cover our costs of taking such action.


13.4  You must not misuse the complaints facility or falsely report any breach of this User Agreement.



14.  TICKET PRICES, TX COMMISSION AND PAYMENT


14.1  We do not charge a fee for you to subscribe to the App or the TX.IS Services or to set up your Account.


14.2  The only fee we charge is the TX Commission, which is payable on Tickets which are bought and sold via the TX.IS Services.


14.3  To buy Tickets via the TX.IS Services, you must provide us with your payment card details. You must ensure that we have your accurate, complete and up-to-date payment card details so you can buy Tickets via the App.


14.4  To sell Tickets via the TX.IS Services, you must provide us with your bank account details. You must ensure that we have your accurate, complete and up-to-date bank account details so we can pay the Ticket Price into your bank account. We will make payment to you based on the bank account details you give us and we shall have no Liability to you if we make payment into an incorrect bank account because the bank account details you provided are inaccurate, incomplete or not up-to-date.


14.5  For each Ticket which is listed for sale via the App:


14.5.1  the Total Price of the Ticket will be displayed on the App;


14.5.2  the Total Price of the Ticket will be made up of the Ticket Price and the TX Commission;


14.5.3  the TX Commission will be made up of a fixed mark-up applied to the Ticket Price and/or a percentage of the Seller Mark-Up.


14.6  The TX Commission rates will be displayed on the App. We may amend the TX Commission rates from time to time by updating the relevant information on the App (however this will not affect Tickets which have been listed for sale on the App before the change came into effect).


14.7  If you sell or buy a Ticket via the TX.IS Services, the payments will work as follows:


14.7.1  The Buyer will be required to pay us the Total Price for the Ticket;


14.7.2  We will charge the Total Price to the Buyer's payment card once the transaction has been concluded via the App;


14.7.3  Our third party payment processor will hold the Total Price until a Payment Trigger occurs;


14.7.4  Once a Payment Trigger occurs, we will:


14.7.4.1  pay the Ticket Price to the Seller's bank account; and


14.7.4.2  retain the TX Commission.


14.7.5  For the purposes of Clause 14.7.4, the "Payment Triggers" shall be:


14.7.5.1  the end of the Quarantine Period where no problems have been reported to us during the Quarantine Period;


14.7.5.2  if a problem is reported to us during the Quarantine Period, us deciding that payment is due under this User Agreement; or


14.7.5.3  if the Event is cancelled, us learning of the cancellation.


14.8  You must have the authority to use any payment card used to pay us, and you must not use any stolen cards.


14.9  All prices due to us are inclusive of value added tax (if applicable), but exclusive of all other taxes and duties and charges which you shall pay in addition at the same time as payment of other sums due.


14.10  Payment of all sums due to us shall be made by you in full without any set-off, deduction or withholding whatsoever.


14.11  You must ensure that you have sufficient funds on your payment card to enable you to buy Tickets you purchase via the TX.IS Services. If you do not have enough funds on your payment card to buy any particular tickets, the sale will not proceed, and you shall reimburse us for any claims or proceedings brought against us by any person as a result of the sale not proceeding and you must reimburse us for all costs and expenses incurred by us as a result of the sale not proceeding.


14.12  If your payment card details or bank account details change, you must update them via the App as soon as possible after they change.


14.13  The TX Commission is non-refundable. Except as expressly set out in this User Agreement, any other payments made by a User to buy Tickets via the TX.IS Services are non-refundable.



15.  INTELLECTUAL PROPERTY RIGHTS


15.1  All intellectual property rights of any nature anywhere in the world (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the "look and feel" and other visual or non-literal elements), whether registered or unregistered) in the App and TX.IS Services, information and content and material on or accessible from the App, any database operated by us, software on the App and all the App design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights not expressly granted by us are reserved.


15.2  None of the material described in Clause 15.1 may be reproduced or redistributed without our prior written permission. You may, however, retrieve and display the content of the App on a computer screen or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You shall not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the App without our written permission.


15.3  No part of the App or the material described in Clause 15.1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.


15.4  If you quote from the App, you must do so fairly and give due accreditation to the author and us and reference to the App.


15.5  Except to the extent that we expressly permit, you must not modify any material described in Clause 15.1.


15.6  All rights (including goodwill) in the TX names and logos (including the names "TX Corporation", "TX.IS","Tixtu" and "Ticket Wall") are owned by us (or our licensors). Other product and company names mentioned on the App are the trade marks of their respective owners.



16.  CONFIDENTIALITY


16.1  Each of you and we shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether disclosed or obtained before, on or after the commencement of this User Agreement) and shall not use nor disclose the same save:


16.1.1  for the purposes of the proper performance of its obligations or exercise of its rights under this User Agreement; or


16.1.2  as otherwise permitted by this User Agreement; or


16.1.3  with the prior written consent of the other party.


16.2  Where we disclose your Confidential Information to our employees, consultants, subcontractors, suppliers, agents, or professional advisers, we shall do so subject to obligations equivalent to those set out in this Clause 16. We shall use our reasonable endeavours to ensure that any such employee, consultant, subcontractor, supplier, agent, or professional adviser complies with such obligations.


16.3  The obligations of confidentiality in this Clause 16 shall not extend to any matter which either you or we can show:


16.3.1  is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this User Agreement; or


16.3.2  was in its written records prior to receipt; or


16.3.3  was independently developed by it; or


16.3.4  was independently disclosed to it by a third party entitled to disclose the same.


16.4  If either you or we are required to disclose the Confidential Information of the other party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the party so required may disclose the Confidential Information to the extent required.


16.5  Nothing in this User Agreement shall prevent us disclosing information (including your Confidential Information) to any authority if we suspect you have engaged in any form of unlawful activity.



17.  TERM, SUSPENSION AND TERMINATION


17.1  This User Agreement shall commence on the date on which you agree to this User Agreement when submitting your details to become a User.


17.2  The TX.IS Services will commence as soon as you have followed the instructions in the first email that we send to you to continue with registering for the TX.IS Services.


17.3  Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this User Agreement within the 14 day cooling off period. You hereby expressly request us to start providing the TX.IS Services during the cooling off period and acknowledge that you will lose the benefit of your cancelation rights. Therefore, if you cancel this User Agreement during the 14 day cooling off period, you must pay us all sums which are owed to us under this User Agreement up to the point of cancellation. If you would like to cancel this User Agreement during the cooling off period, you can print off the model cancellation form [INSERT LINK TO MODEL CANCELLATION FORM], complete it and send it to us at the address set out in Clause 1.1. Otherwise, you can cancel this User Agreement just by letting us know using our contact details set out at Clause 1.1.


17.4  We shall be entitled to immediately (in whole or in part), without notice to you and without Liability to you, to: i) suspend your use of the TX.IS Services and/or the App; and/or ii) terminate this User Agreement; if:


17.4.1  you use the App or the TX.IS Services in a business capacity rather than as a consumer (for example, as a ticket tout);


17.4.2  you commit any breach of these Terms and Conditions or the App Licence;


17.4.3  we suspect, on reasonable grounds, that you have committed, or might or will commit, a breach of these Terms and Conditions or the App Licence; or


17.4.4  we suspect, on reasonable grounds, that you have broken, or might or will break, any applicable law in connection with your use of the TX.IS Services and/or the App.


17.5  You shall be entitled to immediately terminate this User Agreement, without Liability to us, if we commit any material breach of these Terms and Conditions.


17.6  If we suspend your use of the TX.IS Services and/or App (in whole or in part) under this Under Agreement:


17.6.1   you will not be able to make use of the TX.IS Services or the App during the period of suspension and you shall not attempt to use or access the TX.IS Services or the App during the period of suspension;


17.6.2  your Ticket Listings will be removed from the App;


17.6.3  you shall remain liable to pay all fees and charges payable to us or to any other User under this User Agreement which accrued prior to the suspension of this User Agreement; and


17.6.4  we may refuse to restore the TX.IS Services and/or App until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of the provisions of this User Agreement.


17.7  If you or we terminate this User Agreement (in whole or in part):


17.7.1  you will not be able to make use of the TX.IS Services or the App and you shall not attempt to use or access the TX.IS Services or the App;


17.7.2  your Ticket Listings will be removed from the App; and


17.7.3  you shall remain liable to pay all fees and charges payable to us or to any other User under this User Agreement and which accrued prior to the termination of this User Agreement.


17.8  Each of your and our rights to terminate this User Agreement shall not prejudice any other right or remedy you or we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.



18.  YOUR LIABILITY FOR USER CLAIMS


18.1  You must reimburse us for any claims or proceedings brought against us by any other User (and for all costs and expenses incurred by us in connection with those claims and proceedings) as a result of your acts or omissions in connection with your use of the App and/or the TX.IS Services.



19.  LIMITATION OF LIABILITY


19.1  We only supply the App and the TX.IS Services for domestic and private use. If you use the App or the TX.IS Services for any commercial, business or re-sale purpose we will have no Liability to you for any loss of profit, loss of revenue, loss of contracts, loss of business, loss of anticipated savings, business interruption, loss of business opportunity or loss of goodwill or reputation.


19.2  Subject to the rest of this Clause 19, if we fail to comply with the terms of this User Agreement, we are Liable for loss or damage you suffer that is a foreseeable result of our breaking this User Agreement or our failing to use reasonable care and skill, but we are not Liable for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.


19.3  Nothing in this User Agreement limits or excludes our Liability for:


19.3.1  death or personal injury caused by our negligence;


19.3.2  fraud or fraudulent misrepresentation; or


19.3.3  any other liability which cannot be limited or excluded under applicable law.


19.4  We believe the only circumstances in which we would be Liable to you is if there was a technology failure with the App and, as a result, you were unable to use your Ticket to access the Event. We believe in all other circumstances, either you would suffer no loss or the matter would arise from your own or a third party's acts or omissions over which we have no control and therefore we should have no Liability to you in respect of those matters. For example:


19.4.1  if there is a problem with your Ticket (other than as a result of a technology failure with the App) and you are unable to access the Event, your rights are against the TX.IS Ticket Seller and/or the other User who supplied the Ticket and not against us;


19.4.2  if there is a problem with the Venue's systems and you are unable to access the Event, your rights are against the TX.IS Ticket Seller and/or the Venue and not against us;


19.4.3  if there is a problem with your mobile device, mobile signal or network and you are unable to access the Event, this is a matter for you and your mobile network provider.


19.5  Therefore, subject to Clause 19.3:


19.5.1  we shall only be Liable to you if you have properly installed the App on your mobile device, applied all updates and upgrades to the App and followed all user instructions for the App and, notwithstanding those measures, there is a technology failure with the App and, as a result, you are unable to use your Ticket to access the Event; and


19.5.2  our Liability to you shall be limited to [the price you paid for the Ticket].



20.  DATA PROTECTION


20.1  Please see our Transparency Notice which forms part of this User Agreement. A copy of our Transparency Notice can be found here: https://tx.is/terms/transparency-notice.


20.2  You must have the express consent of any third party (including any other colleagues) in order for you to disclose or post details about that other third party to us or to the App and you will be responsible for ensuring that such third party has agreed to this User Agreement before you send any data about them to us or the App.


20.3  We may amend or remove data relating to any living individual if they ask us to do so, even if that person is apparently represented by you.



21.  GENERAL


21.1  No partnership/agency: Nothing in this User Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us.


21.2  Assignment: You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under this User Agreement without our prior written consent (which consent we may grant or withhold in our absolute discretion). We may assign or delegate or otherwise deal with all or any of our rights or obligations under this User Agreement provided we give you written notice of the same.


21.3  Force majeure: Neither party shall have any Liability for any breach, hindrance or delay in performance of its obligations under this User Agreement which is caused by an event beyond its reasonable control.


21.4  Entire Agreement: This User Agreement (and our Transparency Notice and any other document referred to in this User Agreement and any other terms and conditions specifically agreed between you and us in writing) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior User Agreement, understanding or arrangement between the parties, whether oral or in writing.


21.5  No waiver: Unless a party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that party's other powers, rights or remedies under this User Agreement or at law.


21.6  Severability: If any provision of this User Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this User Agreement shall not be affected.


21.7  Notices: Unless otherwise stated within this User Agreement, notices to be given to either party shall be in writing and:


21.7.1  in respect of notices sent by us to you, shall be delivered by email, by SMS or by notification via the App using the contact details we hold for you; and


21.7.2  in respect of notices sent by you to us, shall be sent to us by email to help@tx.is.


21.8  Notices shall be deemed received when delivered.


21.9  No third party rights: Unless expressly provided in this User Agreement, no term of this User Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.


21.10  Survival: The following Clauses shall survive the termination of this User Agreement for any reason: 11, 15, 16, 18, 19, 20 and 21.


21.11  Governing law: This User Agreement (and any non-contractual right or obligation arising out of or in relation to it) shall be governed by and construed in accordance with English law and the User hereby submits to the jurisdiction of the English courts.