- Reservation prices and ticket prices include tax, unless otherwise specified.
- All incidental expenses, gratuities, registrations, fees or charges, and other expenses, including, but not limited to, food, beverage, and merchandise are the sole responsibility of the guest.
- Guest must arrive by time specified on the reservation or ticket for guaranteed entry.
- Guest must bring a printed or digital copy of the reservation confirmation with scan-able ticket(s), valid photo I.D., and the credit card used to purchase the ticket(s).
- Guest must be of legal drinking age with a valid government issued ID to be presented at the door.
- Tickets / Reservations are non-transferrable or available for resale. Lost or stolen tickets will not be replaced.
- Artists, programming and other event details are subject to change without notice.
- All Ticket / Table sales are final and nonrefundable.
- Organizer reserves the right to deny access into venue due to capacity restrictions.
- Appropriate dress is required and strictly enforced.
- Disregard or violation of these Terms and Conditions will automatically invalidate ticket(s) purchased and guest will not receive a refund of any kind.
- Management reserves all rights, including, without limitation, the right to cancel, suspend or modify the event at its sole discretion.
- This offer is subject to all applicable federal, state and local laws, and regulations.
Tickets are non-refundable in all cases, including governmental acts and acts of God, the event organizer may, in it’s sole and absolute direction elect to either (a) postpone the event for a future date and/or (b) offer Purchaser a comparable ‘make good.’
A. Introduction and Key Terms
THIS AGREEMENT AND THESE TERMS AND CONDITIONS
This Agreement is between Mr. Black Technologies Inc. (“Mr. Black”) and you (“User”, “you”, “your”). Whether you are using the Mr. Black Services to purchase Tickets (“Buyer”) or sell Tickets (“Seller”), this Agreement governs your access to and use of the Mr. Black Services.
Capitalised words in this Agreement are defined in paragraph 15.
- Mr. Black does not routinely screen the content of any Listing or its suitability for individual Users;
- Mr. Black does not own or set the Sale Price of any Ticket;
- Mr. Black does not endorse any Users or any Listings and reserves the right to remove a Listing it deems inappropriate from the Mr. Black website (“Website”) at any time and for any reason;
- Mr. Black does not confirm the identity or suitability of Users; Users interact with and contact one another at their own risk;
- Mr. Black is not an event organiser or promoter;
- Mr. Black provides an online platform to facilitate the sale and purchase of Tickets; and
- Mr. Black is not party to the agreement between a Buyer and Seller for the sale and purchase of Tickets using the Mr. Black Services. Therefore, Mr. Black is not responsible for the Listing, the Event or the Ticket(s) purchased. Delivery of Tickets is the Seller’s responsibility and Mr. Black is unable to guarantee that Sellers will complete Transactions in every single case.
Changes to this Agreement: We may make changes to these Terms at any time. Any changes we make will be effective immediately when we post a revised version of these Terms on the Website. Your continued use of the Mr. Black Services will constitute your acceptance of the new Agreement so please make sure you read any such notification carefully. If you do not agree with the terms of this Agreement or any revised version of this Agreement, you must immediately stop using the Mr. Black Services, including removing any Listings that you have posted.About Mr. Black: Mr. Black Technologies Inc. is a company registered in Canada.
Contacting Mr. Black: If you have any questions or want any further information regarding this Agreement, please contact firstname.lastname@example.org.
Contacting You: If we need to contact you, we will do so using the telephone number or email address that you have provided with your Account.
While some of the events listed on the Website may appeal to children, the Website is not targeted at children under the age of 18, and they are not permitted to use the Website. We strongly encourage all parents and guardians to monitor Internet use by their children. If you use the Website, you affirm you are at least 18 years old.
B. Registration, Your Account and User Content
Registration: In order to set up a Listing or buy Tickets using the Mr. Black Services you must:
be at least 18 years old, or the legal age of majority in the country where you reside, and able to enter into legally binding contracts; and provide your correct full name (or business name, if you are a business) and email address (all your details must be kept up to date at all times), further details can be added at a later date if desired. You may not include the name of another person with the intent to impersonate that person, or be offensive, vulgar or obscene.
You can also register to join by logging into your account via a Third-Party Social Media Site. Please note that by connecting to the Website and the Mr. Black Services using a Third-Party Social Media Site, you are giving Mr. Black permission to (i) access and use your information from that service as permitted by that service; and (ii) to store your authorisation access to that Third-Party Social Media Site.
You shall not permit anyone other than you to use your Account. You may not transfer or sell access to your account. We will not be liable for any harm related to disclosure of your username or password or the use by anyone else of your username or password. You may not use another user’s account without that user’s permission. You will immediately notify us in writing if you discover any unauthorized use of your account or other account-related security breach. We may require you to change your username and/or password if we believe your account is no longer secure or if we receive a complaint that your username violates someone else’s rights. You will have no ownership in your account or your username. We may refuse registration, cancel an account or deny access to the Website for any reason.
Companies: If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity (and “you” refers and applies to that company or other legal entity).
Financial Checks: You permit Mr. Black and/or a third party contractor to carry out financial checks for the purposes of verifying your financial status (which does not include a credit check but does include a fraud check) and you agree that Mr. Black may pass your Account and payment card details to such third party contractor to carry out such checks.
User Content: We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit profile information, comments, questions, Feedback, images and other content or information (“User Content”). User Content shall include all information posted, transmitted or otherwise made available by Users on the Mr. Black Services in connection with the creation or booking of Listings.
User Content Warranties: In relation to your User Content, you represent and warrant that:
you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Mr. Black Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; you have the written consent of the photographer or other owner of any images included in your User Content to use such pictures in the manner contemplated by the Mr. Black Services and this Agreement;
Mr. Black’s use your User Content as contemplated by this Agreement and the Mr. Black Services will not breach any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights;your User Content is not unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
Mr. Black may exercise the rights to your User Content granted under this Agreement without liability for payment of any fees or royalties payable under any collective bargaining agreement or otherwise; and to the best of your knowledge, all your User Content and any other information that you provide to us is truthful and accurate.
User Content Licence Grant: By posting any User Content on the Mr. Black Services, you expressly grant, and you represent and warrant that you have all rights, power and authority necessary to grant, to Mr. Black a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness, and any third party name, voice, and/or likeness, as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Mr. Black Services and Mr. Black’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Mr. Black Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Mr. Black Services a non-exclusive licence to access your User Content through the Mr. Black Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Mr. Black Services and under this Agreement.
Mr. Black and User Content: Mr. Black takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends using the Mr. Black Services. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Mr. Black shall not be liable for any damages you incur (or allege to incur) as a result of User Content.
For U.S. Residents: Under the Digital Millennium Copyright Act of 1998 (the “DMCA”) if you believe in good faith that any content on the Website infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent’s) physical or electronic signature; (b) identification of the copyrighted work on our Website that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Website; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright. Notices and counter-notices should be sent to email@example.com. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, the access rights to the Website of repeat infringers.
C. Terms and Conditions – Listing and Selling Tickets
CREATING A LISTING
Listing Responsibility of Seller: By creating a Listing using the Mr. Black Services, Sellers are offering to sell or distribute, for the Sale Price, where applicable, Ticket(s) for Buyers to attend an Event. It is the Seller’s responsibility to make any Event or Ticket restrictions clear to the Buyer and the Seller is solely responsible for all the Listings that they post on the Website. Any changes to Listings, Events and Tickets must be made clear to Users and Buyers as soon as possible.
Listing Representation: A Listing is a legal representation made by the Seller about the details relevant to the Ticket and Event, and their accuracy.
Service Charge Preference: The Seller shall elect whether the Service Charge shall be paid by the Buyer, in addition to the Sale Price, or included in the Sale Price and paid by the Seller.
Listing Description: The Seller must provide all the Event information in the Listing, including:
- the location of the Event;
- the name of the Event and performer(s) (if relevant);
- the date of the Event;
- the name and address of the Venue;
- the type of Ticket (e.g. seated, standing, timed entry, etc.);
- the Sale Price of each Ticket;
- whether or not the Service Charge is included in the Sale Price or not;
- whether or not a portion of the Sale Price will be donated to a particular cause or charity and the relevant associated details;
- the refund policy, if any;
- any additional information, special rules or requirements which apply to the Event and/or the Tickets (e.g., age restrictions, accessibility restrictions, restricted view, family section, alcohol restrictions, etc.);
- if applicable, information on how and when the Buyer will be informed about whether the Seller has approved the Transaction or not;
- any details about the Buyer that the Seller will be collecting during the Transaction process and details as to how such data will be processed, including any Buyer User Data to be collected; and any other significant information relating to the Event and/or Ticket(s) that may reasonably affect a Buyer’s decision about whether to purchase or apply for a Ticket or not, including any information required by law. In Ontario and any other jurisdiction where required by law, this must include a description of any other distribution methods or sales channels for the Tickets to the Event that you will make available for sale, including any sale that will occur before tickets are made available for sale to the general public (e.g. pre-sales).
Compliance: When creating a Listing, the Seller must comply with all applicable laws and regulations and the terms of this Agreement. If you are a Seller trading as a business, you must identify yourself as such by using a business Account. Sellers trading as a business are responsible for complying with all applicable laws and regulations in relation to their obligations as a “trader”. Mr. Black assumes no responsibility for a Seller’s compliance with applicable laws, rules or regulations.
Seller Warranties: The Seller represents and warrants to and for the benefit of Mr. Black, that any Listings that he/she creates:
- relate only to Tickets and Events over which that Seller has control, either directly or indirectly, and for which the Seller is permitted to sell or distribute Tickets, and that the Seller is in possession of the Tickets at the time of the Listing;
- include accurate and transparent Ticket prices and information relating to all additional charges which will be incurred by Buyers;
- if booked, will be honoured, unless otherwise agreed with the Buyer;
- do not infringe any third party rights (including intellectual property rights);
- are not being listed by the Seller serving in the capacity of a broker, rental agent or listing agent for a third party;
- do not comprise of the same or substantially the same content as any other Listings on the Website and are not published on any other website;
- do not in any way contain fraudulent or inaccurate or misleading information; Please note: selling stolen or counterfeit property is a crime and Mr. Black will report such activity to the relevant authorities and permanently ban anyone found selling stolen or counterfeit property from using the Mr. Black Services.
- are not defamatory, abusive, threatening or obscene;
- are not unethical or discriminatory on the basis of age, gender, race, marital status, nationality or cultural, religious or personal beliefs, disability, sexual orientation, political opinion or otherwise;
- do not attempt to solicit any Users to use a third party service that competes with the Mr. Black Services;
- do not breach any applicable law or regulation, including those associated with making charity donations;
- do not contain any virus or other programme that interferes with or seeks to interfere with any computer system or data;
- cannot be construed to be associated with any terrorist organisations; and
- do not contain political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”.
VAT: The Seller is responsible for ensuring that the Sale Price includes all taxes required on Listings, including VAT. If in doubt, the Seller should seek the advice of a tax expert to determine which taxes need to be collected from the Buyer.
Insurance: The Seller is solely responsible for any insurance that may be required in relation to the Listing and the Event.
Event Cancellation or Alteration: If an Event is cancelled, re-scheduled or amended in any way, this must be dealt with by the Seller and communicated clearly to Buyers. The Listing must be updated or removed by the Seller and if it is not, we reserve the right to remove the Listing from the Mr. Black Services.
No Mr. Black Guarantee: Mr. Black does not guarantee that Listings made via the Mr. Black Services will be published and active within a certain time of the Seller posting a Listing or that it will appear in a particular order in search results or that the Ticket(s) will sell. If a Ticket does not sell, Mr. Black accepts no responsibility.
SALE OF TICKETS
Payment Processing Preferences: When a Buyer completes the sales process by entering their payment details and clicking on “pay now” for paid for Events or “register” for free Events, the parties shall become contractually bound to one another to complete the Transaction. An Order Confirmation will be generated and sent to the Buyer once the Buyer completed the payment process.Failed Delivery: Order Confirmations are automatically generated following the Buyer’s completion of the payment process. Any notification of a failed delivery that the Seller receives from a Buyer must be dealt with by the Seller as soon as possible and, in any event, in advance of the date of the relevant Event.
Disputed Events: If a Buyer disputes any element of an Event or a Transaction Value, such dispute shall be between the Buyer and the Seller and Mr. Black shall have no involvement.
Stripe Payments: By setting up a Stripe Connect account via the Stripe website, Sellers can integrate their Account with Stripe to process payments for their Events using their own merchant account.
Payments: Immediately upon a Transaction being completed by the Buyer, the total value of the Sale Price(s) will be paid directly into the Seller’s Stripe account and the Service Charge shall be paid to Mr. Black.
Refunds: In the event that a Buyer requests a refund of the Transaction Value, this shall be granted at the sole discretion of the Seller. Mr. Black may initiate a refund request on behalf of a Buyer but is under no obligation to do so.
Applicable Taxes: Sellers agree to pay all applicable taxes or charges imposed by any government entity in connection with their Listings and associated Transactions.
Chargebacks: Any credit card chargebacks or other transaction reversals initiated against Mr. Black or its affiliates for any reason (except to the extent they are caused solely by Mr. Black’s negligence or wilful misconduct) with respect to a Seller’s Listing and all related credit card association, payment processing and other fees and expenses incurred by Mr. Black or its affiliates in connection with such chargebacks shall ultimately be the responsibility of the Seller and the Seller agrees to promptly and fully reimburse Mr. Black for such amounts on demand. Mr. Black reserves the right to withhold at least 10% of a Seller’s proceeds, in its sole discretion, to cover the cost of any such chargebacks that may arise.
Cancellation and Refunds: The cancellation and refund policy for a Ticket is at the Seller’s discretion and will be set out in the Listing description. If no such policy is set out by the Seller, Buyers may cancel a booking and receive a refund of the Sale Price, if requested 24 hours or more before the start time of the Event.
USE AND COLLECTION OF DATA BY SELLERS
Mr. Black Account Information: The Seller may be given access to Buyers’ Mr. Black Account Information where necessary to fulfil Tickets. Mr. Black does not provide any warranties as to the accuracy, relevance or fitness for any particular purpose in relation to the Mr. Black Account Information. The Seller is the Data Controller (as defined in EU Data Protection Legislation) in respect of the Mr. Black Account Information of Buyers, from the point at which it is passed and/or made available to the Seller and the Seller must comply with Data Protection Legislation when processing Mr. Black Account Information of Buyers.
Where Mr. Black Account Information of Buyers is made available, it is confidential and must only be disclosed to authorised persons using appropriate security measures. The Seller must keep Buyers’ Mr. Black Account Information secure and must take reasonable steps to protect it from misuse, loss and from unauthorised access, modification or disclosure.
Buyer User Data: The Seller is the Data Controller of all Buyer User Data and must comply with Data Protection Legislation when processing Buyer User Data including, but not limited to, providing Buyers with information about how their data will be used, and collecting appropriate permission from Buyers for any uses made of their User Data. The Seller must keep Buyer User Data secure and must take reasonable steps to protect it from misuse, loss and from unauthorised access, modification or disclosure. Mr. Black has no control over or input into Buyer User Data, nor does it have responsibility for or ownership of any Buyer User Data collected and solely acts as a processor in relation to the same. Notwithstanding this, Mr. Black will take appropriate measures to protect Buyer User Data, when held within the Mr. Black Services, from loss, misuse and unauthorised access, disclosure, alteration and destruction, taking into account the risks involved in the processing and the nature of the Buyer User Data. Mr. Black will only process Buyer User Data on the instructions of the Seller.
Prohibited Data Classes: Sellers must not use the Mr. Black Services to collect the following types of data: payment card or bank details, details of racial or ethnic origin, political opinions, details of religious beliefs, trade union membership details, physical or mental health information, details of sexual life, details of the commission or alleged commission of any offence, and personal data of or other information relating to children under the age of 18. If the Seller collects such information, Mr. Black is entitled, in its sole discretion, to terminate the Agreement for material breach in accordance with paragraph 16 of this Agreement.
ENFORCEMENT ACTION AGAINST SELLERS
Cancellation: Mr. Black reserves the right to cancel a Listing and/or a Transaction and/or a Seller’s Account in its sole discretion, for any reason and at any time.
D. Terms and Conditions – Buying Tickets
PRICE AND PAYMENT
Sale Price: The Seller sets the Sale Price of the Ticket and can change the Sale Price at any time prior to a Transaction taking place.
Fees/Charges: When a Buyer selects one or more Tickets for purchase, any additional charges and/or fees associated with the Ticket and Transaction shall be made clear by the Seller, which shall include:
- the Sale Price;
- the Service Charge (if applicable); and
- any other charges included by the Seller.
Check Your Order: As a Buyer you must ensure that you have read the full Listing details and are happy with your Ticket selection prior to purchase. Mr. Black will not rectify any issues that arise and Sellers will only do so in their sole discretion.
Payment Information: The Buyer warrants and represents that s/he is authorised to use the selected payment method and that the billing information provided is complete, up to date and accurate.
Approval Settings: Some Listings may require the Seller’s approval prior to the Buyer being able to purchase Tickets. Such Listings shall specify the timeframes within which approval must be given by the Seller. If no approval is granted within such timeframes, your order will be cancelled and payment will not be taken.
Order Confirmation: Upon Buyers completing their purchase, by entering their payment details, where necessary, and clicking “pay now” for paid for Events or “register” for free Events, an Order Confirmation shall automatically be issued to the Buyer, which is the point at which the Buyer and Seller enter into a binding agreement. The Order Confirmation will contain the Ticket with which the Buyer will be able to attend the Event. If the Order Confirmation is not received, it can be retrieved from the Account dashboard, along with the Ticket.
Payment: Once the Buyer receives the Order Confirmation, depending on which Payment Processing Method the Seller has selected, the Buyer agrees that Mr. Black or a third party payment processor, acting on behalf of the Seller, may debit or authorise the amount of the Transaction Value from the method of payment provided by the Buyer. If applicable, the Service Charge is non-refundable and, unless otherwise agreed by the Seller, no refunds or credits will be provided once the Buyer has been charged.
Other Ticket Terms and Conditions: All Tickets purchased by the Buyer are subject to the Ticket, Event and Venue terms and conditions, and all applicable laws and regulations.
After-Sales Queries: If the Buyer has any questions or concerns following the purchase of a Ticket, the Buyer should contact the Seller directly and should not contact or attempt to contact Mr. Black.
Donations: Sellers may pledge to donate a portion of the Sale Price to a particular cause or charity. Mr. Black does not control or accept any responsibility or liability for any donations pledged by the Seller. Mr. Black does not investigate or otherwise ensure the factual accuracy of any donation claims made by Sellers in Listings.
The Venue always reserves the right to refuse admission to, or remove, anyone who acts with disorderly conduct or otherwise violates any rule of the Venue (e.g., refusing entry to those carrying alcohol, recording devices, and/or noise/chemical irritants).
To enforce this policy, a Venue may subject you and your personal belongings to a search when you enter a Venue. If you do not agree to a search, then you are not eligible for a refund.
GUEST REGISTRATION AND COMMUNICATION:
- Our registration process is designed to give us just enough information to ensure that we can reach you and any of your additional guests easily and enable you purchase tickets securely.
- All activity on your account is your responsibility. Do not use another person’s account or contact information without explicit permission. If you see any unauthorized activity on your account or have been sent communications from us as a result of actions taken by someone other than you without your permission, please contact us immediately at firstname.lastname@example.org.
- All correspondence to and from Mr. Black is handled first by email and secondly via SMS satisfies any legal requirement that our communication with you be in writing. SMS charges may apply.
Our Site requires reasonable common-sense conduct from our users to keep running smoothly. The basics:
- You have to be real—not a robot or part of any commercial service looking to use Mr. Black for resale of tickets on the secondary market. This includes putting unreasonable load on our system or requesting more than 1,500 pages of our Site during any 24-hour period.
- You have to be who you say you are. Your IP should not be concealed and your username should not be used to impersonate another individual. Usernames should not be obscene or otherwise offensive.
- Don’t try to hack into the Site to circumvent our security measures, including our CAPTCHA, or get unauthorized access to other users’ accounts.
- Don’t deploy any malware, spamming, or flooding that would interfere with other users’ experiences on the Site.
- Don’t download, export, reverse engineer, or create derivative works of any content on our Site.
- Don’t frame or mirror the Site, or use any spider, robot, or automated tool to index, dateline, or reproduce content or user behavior on the Site, unless you have written authorization from Mr. Black to do so.
- Don’t use our Site to transmit or upload material that would infringe upon others’ rights or privacy, intellectual property, or publicity.
- Don’t use a password or code (pre-sales or otherwise) to get access to the Site if you aren’t the intended recipient of that password or code.
- Don’t make any copy or counterfeit reproduction of our tickets.
- Don’t seek a dispute or “chargeback” from your credit card company for a valid purchase. If you do, your tickets may be cancelled, and in the future we may refuse to honor the credit card and/or block the accounts of people who use that card.
CANCELLATION AND REFUNDS
Cancellation: The cancellation and refund policy for a Ticket is at the Seller’s discretion and will be set out in the Listing description. If no such policy is set out by the Seller, Buyers may cancel a booking and receive a refund of the Sale Price, if requested 24 hours or more before the start time of the Event.
Refunds: If a Buyer cancels a booking within the timeframe set out by the Seller, if any, the Buyer may be refunded the Sale Price for such booking within a commercially reasonable amount of time, typically one week after a refund is agreed upon. Service Charges, if applicable to the Buyer, are non-refundable.
The Seller and the Buyer must arrange a refund between themselves and Mr. Black shall have no responsibility or liability for any such refunds.
Disputes: If a Seller fails to fulfil its obligations in relation to a Transaction, subject to the refund options a Seller has set out in the Listing, Buyers will have 48 hours from the start time of the Event to request a refund. If a Buyer requests a refund within this timeframe, Mr. Black will promptly notify the Seller. The Seller will have 48 hours to rebut such dispute, resulting in one of two scenarios: (i) if the Seller does not rebut such dispute, a full refund of the Sale Price will be given to the Buyer by the Seller; or (ii) if the Seller does rebut such dispute, the two parties must contact one another to resolve the dispute and submit the confirmation of the resolution to Mr. Black within 30 days. If no confirmation of resolution is received by Mr. Black within 30 days, Mr. Black will resolve the dispute in its sole and absolute discretion, which may include a decision to refund the Buyer and pursue the Seller for the refunded amount. It is the Seller’s responsibility to provide proof that a Buyer was in attendance at an Event.
ENFORCEMENT ACTION AGAINST BUYERS
Cancelling Transactions: Mr. Black reserves the right to cancel a Buyer’s Transaction in any of the following circumstances if:
- Mr. Black suspects any fraudulent, illegal or unethical activity relating to one or more Transactions; and/or
- Mr. Black suspects any unauthorised use of a Buyer’s Account and/or of the Mr. Black Services; and/or
- a breach of the terms of this Agreement occurs.
E. General Terms and Conditions
DEFINITIONS AND INTERPRETATION
In this Agreement:
- “Account” means the account set up by you to use the Mr. Black Services.
- “Buyer User Data” means the data collected pursuant to the bespoke questions, if any, that a Seller is able to include in a Listing in order to collect personal data from Buyers during the checkout process, as well as personal data the Buyer is able to upload into the Mr. Black Services.
- “Data Protection Legislation” means all data and privacy laws, rules and regulations to the extent applicable from time to time, including without limitation the following legislation (“EU Data Protection Legislation”): (a) national laws implementing the Data Protection Directive (95/46/EC) and the Directive on Privacy and Electronic Communications (2002/58/EC); and (b) any other applicable national privacy law.
- “Event” means any event or ticketed activity detailed in a Listing for which Tickets may be issued, bought or sold via the Mr. Black Services.
- “Feedback” means feedback, comments and suggestions for improvements to the Mr. Black Services posted by Users.
- “Force Majeure” means any cause beyond Mr. Black’s control including without limitation, acts of God, war, insurrection, riot, civil disturbances, acts of terrorism, fire, explosion, flood, epidemic, theft of essential equipment, malicious damage, strike, lock out, weather, third party injunction, national defence requirements, acts or regulations of national or local governments.
- “Listing” means the Event and Ticket listing(s) created by a Seller, for which Tickets are available for sale or distribution and which includes the digital content created for that Event.
- “Order Confirmation” means the written notice confirming a Transaction, issued to the Buyer automatically once the booking process has been completed, at which point a legally binding agreement in respect of the Transaction between that Buyer and that Seller is formed.
- “Payment Processing Method” means one of the two methods of payment processing, either Mr. Black Payments or Stripe Payments, when selling Tickets using the Mr. Black Services. The default option is set to Mr. Black Payments and Sellers can choose to integrate Stripe Payments into their Account to manage their own payment process.
- “Sale Price” means the price at which a Seller offers a Ticket for sale using the Mr. Black Services, which can be nil (i.e. some Events may be free) and which includes any and all additional costs and charges which may be set by the Seller.
- “Service Charge” means the service charge payable to Mr. Black for the provision of the Mr. Black Services, which at the Seller’s election may either be charged to the Seller (in which case such amount will be collected by Mr. Black prior to settlement of sales proceeds) or charged to the Buyer (in which case such amount will show in the subtotal on the checkout page and will be paid by the Buyer on top of the Sale Price as part of the total Transaction Value) for providing the platform, which is inclusive of VAT at the then-current rate.
- “Stripe Payments” means the integration of Stripe by a Seller to process payments made by a Buyer; payments shall be made directly to the Seller and all queries and disputes which relate to Stripe Payments shall be governed by Stripe.
- “Third-Party Social Media Site” means third party websites and applications that enable users to create and share content or to participate in social networking, including, but not limited to, Facebook, Twitter and Google Chrome.
- “Ticket(s)” means an electronic ticket or other type of evidence of the right to occupy space at or to attend an Event.
- “Transaction” means a transaction undertaken via the Mr. Black Services where the Buyer agrees to buy and the Seller agrees to sell one or more Tickets at the listed Sale Price(s).
- “Transaction Value” means the total amount payable by a Buyer pursuant to a Transaction, which includes all the costs and fees set out in paragraph 12.2.
- “Mr. Black Account Information” means the personal data you upload when registering your Account.
- “Mr. Black Payments” means the Payment Processing Method option which requires no set up by the Seller and through which the Transaction Value gets paid to Mr. Black who will remit the net Sale Price amount(s) to the Seller 48 hours after the end of the Event, subject to the terms of this Agreement.
- “Mr. Black Services” means all of Mr. Black’s online services, including but not limited to the Website, the software application available for download to a smartphone which contains a modified version of the Website and all mobile services, any software provided and any related tools and services provided by Mr. Black.
- “Venue” means any site, facility or location where an Event is held.
- “Website” means any website run or provided by Mr. Black, including any software application available for download to a smartphone which contains a modified version of the Website.
Interpretation: The terms “including”, “include”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Headings: The headings used in this Agreement are for reference purposes only and do not affect its interpretation.
AGREEMENT TERM AND TERMINATION
Commencement and Term: This Agreement shall commence on the date that you register an Account with Mr. Black or purchase a ticket through Mr. Black and shall continue indefinitely subject to earlier termination by either you or Mr. Black.
Termination by Mr. Black: Mr. Black may terminate this Agreement if:
- any abusive or threatening behaviour is reported to Mr. Black as being carried out by you or via your Account;
- Mr. Black suspects any unauthorised use of your Account and/or the Mr. Black Services;
- Mr. Black suspects any fraudulent activity or other illegal activity relating to your Account;
- you otherwise breach the terms of this Agreement;
- Mr. Black is ordered to do so by any legal or regulatory authority;
- You are an individual, and you are unable to pay your debts as they fall due or are declared bankrupt or if you are a company and you become subject to an administration order or make a voluntary arrangement or composition with your creditors, or an encumbrancer takes possession of or a receiver is appointed over your property or assets, or the company is wound up or ceases or threatens to cease to carry on business except for the purposes of reconstruction; and/or
- Mr. Black provides you with 30 days’ written notice of termination, at Mr. Black’s election.
Termination by You: You may cancel your Account at any time via the by sending an email to email@example.com. If you are a Seller, before cancelling your account, you must cancel any Tickets you have sold for Events that have not taken place, notify Buyers and refund the Buyers, if you are using Stripe Payments, or instruct Mr. Black to refund Buyers, if using Mr. Black Payments. Please note that if your Account is cancelled, Mr. Black does not have an obligation to delete or return to you any User Content you have posted to the Mr. Black Services.
Consequences of Termination: Termination of this Agreement shall not affect either your or Mr. Black’s rights and liabilities accrued prior to and including the date of termination and/or any terms intended expressly or by implication to survive termination.
User Licence: Subject to your compliance with this Agreement, Mr. Black grants you a limited, non-exclusive, non-transferable licence, to access and view content via the Mr. Black Services for your personal use and solely for the purposes expressly permitted by the Mr. Black Services. This license is expressly conditioned on your pre existing agreement to comply with, and your actual compliance with, each of the provisions described in this Agreement.
User Licence Restrictions: You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Mr. Black Services, except as expressly permitted in this Agreement. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Mr. Black or its licensors, except for the licences and rights expressly granted in this Agreement.
Trademarks: Mr. Black logos as well as the name and any designs found on the Website are registered trademarks of Mr. Black. Mr. Black’s trademarks may be used publicly only with our written permission. Except as expressly stated in this Agreement, Mr. Black does not grant any express or implied right to you under any of its trademarks, copyrights or other proprietary information.
Mr. Black SERVICE RULES
Rules: In connection with your use of the Mr. Black Services, you may not and you agree that you will not:
- breach any local, state, provincial, national, or other law or regulation, or any order of a court;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage the Mr. Black Services, including, without limitation, through the use of viruses, bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use the Mr. Black Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to the Mr. Black Services;
- “stalk” or harass any other User of the Mr. Black Services or collect or store any personally identifiable information about any other User (except as expressly permitted by the Mr. Black Services);
- submit, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, sexually explicit, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable, includes the image or likeness of individuals under 18 years of age, encourages or otherwise depicts or glamorizes drug use (including alcohol and cigarettes), characterizes violence as acceptable, glamorous or desirable, or contains any personal contact information or other personal information identifying any third party;
- submit, or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability;
- register for more than one Account or register for an Account on behalf of an individual other than yourself;
- recruit or otherwise solicit any Seller or other User to join third party services or websites that are competitive to Mr. Black, without Mr. Black’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, including any employee or representative of our company;
- use automated scripts to collect information or otherwise interact with the Mr. Black Services;
- use the Mr. Black Services to find a Seller or Buyer and then complete the transaction independent of the Mr. Black Services in order to circumvent the obligation to pay any fees related to Mr. Black’s provision of the Listing;
- as a Seller, submit any Listing with a false or misleading price information, or submit any Listing with a price, service or activity that you do not intend to honour;
- use, display, mirror or frame the Mr. Black Services, or any individual element within the Mr. Black Services, Mr. Black’s name, any Mr. Black trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Mr. Black’s express written consent;
- access, tamper with, or use non-public areas of the Mr. Black Services, Mr. Black’s computer systems, or the technical delivery systems of Mr. Black’s providers;
- attempt to probe, scan, or test the vulnerability of any Mr. Black system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mr. Black or any of Mr. Black’s providers or any other third party (including another User) to protect the Mr. Black Services or any content thereon;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Mr. Black Services;
- reproduce or scan Tickets in a format or medium different from that provided by the Website;
- use any automated software or computer system to search for, reserve, buy or otherwise obtain Tickets, discount codes, promotional codes, vouchers, gift cards or any other items available on the Website, including sending information from your computer to another computer where such software or system is active; and/or
- advocate, encourage, or assist any third party in doing any of the foregoing.
Legal Action: Mr. Black reserves the right to investigate and take appropriate legal action against any illegal and/or unauthorised use of the Mr. Black Services. Mr. Black may involve and cooperate with law enforcement authorities in prosecuting Users who breach this Agreement, including, without limitation, civil, criminal and injunctive redress. You agree that monetary damages may not provide Mr. Black a sufficient remedy and that Mr. Black may pursue injunctive or other relief for your violation of these Terms. If Mr. Black determines that you have violated these Terms or the law, or for any other reason or for no reason, Mr. Black may cancel your Account, delete all your User content and prevent you from accessing the Website at any time without notice to you. If that happens, you may no longer use the Mr. Black Services or the Website. You will still be bound by your obligations under these Terms. You agree that Mr. Black will not be liable to you or any third party for termination of your access to the Website or to your account or any related information, and Mr. Black will not be required to make the Website or your account or any related information available to you.
WARRANTIES AND INDEMNITIES
True Information: You represent and warrant that the information that you submit to Mr. Black for your Account and in your use of the Mr. Black Services is true, accurate and complete and you will not use false information, including name and email address, in using the Mr. Black Services.
Legal Compliance: You represent and warrant that in using the Mr. Black Services, you shall comply will all applicable local, regional, national and international laws, regulations, codes of practice and the terms of this Agreement. You further warrant that you are aged 13 years or over and can enter into legally binding contracts.
Tax Indemnity: You agree that Mr. Black is not in any way responsible for the accuracy or suitability of any payment of taxes to any entity on your behalf (whether Buyer and/or Seller). If in using the Mr. Black Services you are trading as a business, you hereby indemnify and hold Mr. Black harmless against all liabilities, costs, interests and expenses (including reasonable legal fees) incurred by Mr. Black that arise out of any third party or governmental claim that involves, relates to or concerns any local, regional or national tax obligation or amounts due or owing under any tax regulation, order, law or decree or any dispute concerned the tax status of Mr. Black.
General Indemnity: You agree to indemnify and hold Mr. Black and its parent and affiliated companies, suppliers, advertisers and sponsors, and each of their officers, directors, employees, agents, legal representatives and sub-contractors (the “Indemnified Parties”) harmless against any claim or demand and all liabilities, costs and expenses (including reasonable legal fees and costs) incurred by an Indemnified Party arising as a result of or in connection with your use of the Website, breach of this Agreement (including any misuse of the Mr. Black Services) and/or your violation of any law or the rights of a third party. We reserve the right to take exclusive control and defense of any claim, and you will cooperate fully with us in asserting any available defenses.
Mr. Black Disclaimer: Mr. Black disclaims any and all liability for the acts, omissions and conduct of any third party users, Users, advertisers and/or sponsors on the Website, in connection with the Mr. Black Services or otherwise related to your use of the Website and/or the Mr. Black Services.
Mr. Black WE PROVIDE THE SITE AND THE CONTENT TO YOU “AS IS” AND “AS AVAILABLE”. WE TRY TO KEEP THE SITE UP, BUG-FREE AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND TO THE EXTENT THAT APPLICABLE LAW PERMITS THE DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES, Mr. Black DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. Mr. Black DOES NOT GUARANTEE THAT THE SITE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT THE SITE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Mr. Black is not responsible for the products, services, actions or failure to act of any venue, performer, promoter or other third party in connection with or referenced on the Website. Without limiting the foregoing, you may report the misconduct of Users and/or third party advertisers, service and/or product providers referenced on or included in the Website to Mr. Black using our online help desk. Mr. Black may investigate a claim and take appropriate action, in its sole discretion.
Mr. Black Disclaimer: Due to the nature of Mr. Black’s business, and the fact that Mr. Black cannot control Users’ acts or omissions,
Mr. Black makes no warranty, and specifically disclaims all liability, in relation to any goods or services provided by Sellers.
Event Attendance: Under no circumstances shall Mr. Black be liable for death or personal injury suffered by you or your guests arising out of attendance at an Event unless directly caused by Mr. Black’s gross negligence. Neither shall Mr. Black be liable for any loss or damage sustained to your property or belongings or that of your guests attending an Event.
Limitation of Liability:
IN NO EVENT WILL MR. BLACK OR ITS SUPPLIERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY TYPE (INCLUDING WITHOUT LIMITATION LOSS OF DATA, PROFITS, REVENUE, GOODWILL, REPUTATION, LOSS OF ENJOYMENT OR OPPORTUNITY) OTHER THAN OUT OF POCKET EXPENSES, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE MR. BLACK SERVICES, THE WEBSITE, THE CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE, EVEN IF MR. BLACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MR. BLACK WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) ANY FAILURE OF ANOTHER USER OF THE SITE TO CONFORM TO THE CODES OF CONDUCT, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (c) ANY UNAUTHORIZED ACCESS TO OR USE OF MR. BLACK’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, (e) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR (f) ANY LOST, STOLEN OR DAMAGED TICKETS, OR THE FAILURE OF A VENUE TO HONOR A TICKET. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE MR. BLACK SERVICES AND THE WEBSITE IS TO STOP USING THE MR. BLACK SERVICES AND THE WEBSITE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN YOU AND MR. BLACK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MR. BLACK. MR. BLACK’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF MR. BLACK SERVICES OR THE WEBSITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID MR. BLACK IN THE PAST TWELVE MONTHS. IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE. MR. BLACK’S LIABILITY WILL BE LIMITED UNDER THIS PARAGRAPH TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THE PROVISIONS OF THIS PARAGRAPH WILL NOT APPLY TO THE EXTENT APPLICABLE LAW PERMITS THE RECOVERY OF DAMAGES, ATTORNEYS’ FEES OR COSTS OTHERWISE PROHIBITED UNDER THIS PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH THAT (A) PROHIBIT DAMAGES TO BE MULTIPLIED OR OTHERWISE INCREASED, (B) IMPOSE A DAMAGES LIMITATION OF THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID Mr. Black IN THE PAST TWELVE MONTHS, AND (C) PROHIBIT THE RECOVERY OF ATTORNEYS’ FEES AND COSTS, DO NOT APPLY IN CERTAIN STATES, INCLUDING WITHOUT LIMITATION NEW JERSEY, TO CLAIMS BROUGHT UNDER STATUTES PERMITTING SUCH RECOVERY.
Force Majeure: Mr. Black will not be liable to you for failure to perform any of its obligations under this Agreement to the extent that the failure is caused by reason of Force Majeure.
- If any dispute arises out of this Agreement or any Transaction pursuant to this Agreement, you should contact firstname.lastname@example.org and we will try to resolve the matter as expediently as possible. Your complaint shall be acknowledged by Mr. Black as soon as possible.
- Mr. Black shall use reasonable endeavours to consult or negotiate in good faith and attempt to reach a just and equitable settlement that is satisfactory to you and Mr. Black.
- In the unlikely event that we are able to resolve your complaint by negotiation within 28 days, we may attempt to settle a matter via mediation. To initiate a mediation a party must give written notice to the other party to the dispute requesting a mediation. The mediation shall be conducted in accordance with the STAR Code of Practice and Dispute Resolution Procedure current at the date of the referral which sets out the procedures to be adopted, the process of selection of the mediator and the costs involved and which terms are deemed incorporated into this agreement.
- The above does not restrict your statutory rights, your right to make a complaint to Trading Standards or another appropriate regulatory authority, or your right to pursue court proceedings or other forms of settlement such as through the European Union Online Dispute Resolution Platform, a portal through which you can submit a complaint to a registered Alternative Dispute Resolution Provider with the aim of resolving the dispute.
For U.S. and Canada Residents: Any dispute or claim relating in any way to your use of the Website, or to products or services sold or distributed by us or through us, will be resolved by binding arbitration rather than in court, with the following exceptions:
- You may assert claims in small claims court if your claims apply;
- If a claim involves the conditional license granted to you as described in the Ownership of Content and Grant of Conditional License section above, either of us may file a lawsuit in a federal or state court located within Los Angeles County, California, or Toronto, Ontario, as applicable, and we both consent to the jurisdiction of those courts for such purposes; and
- In the event that the arbitration agreement in these Terms is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may be commenced only in a federal or state court located within Los Angeles County, California, or Toronto, Ontario, as applicable, and we both consent to the jurisdiction of those courts for such purposes.
- The arbitration agreement in these Terms is governed by the Federal Arbitration Act (FAA) or the Canada Commercial Arbitration Act (CAA), as applicable, including its procedural provisions, in all respects. This means that the FAA or the CAA, as applicable, governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. State arbitration laws do not govern in any respect.
- This arbitration agreement is intended to be broadly interpreted, and will survive termination of these Terms. The arbitrator, and not any court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would.
- To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Mr. Black Technologies Inc. at: 254 Niagara St. Unit 3 Toronto ON Canada M6J 1B9 Attn: Legal . We each agree that the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You agree to waive any right to a jury trial or to participate in a class action. If this specific provision is found to be unenforceable, then the entirety of this arbitration section will be null and void and neither of us will be entitled to arbitrate our dispute.
- You agree that these Terms evidence a transaction involving interstate commerce and will be governed by and construed in accordance with U.S. federal law or Ontario law, as applicable, to the fullest extent possible.
Taxes: As a User of the Mr. Black Services, you agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Mr. Black cannot and does not offer tax-related advice to any Users. Additionally, please note that each Seller is responsible for determining local indirect taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes in Listings. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Mr. Black Services, including, but not limited to, sales, use, or value-added taxes. To the extent Mr. Black is required to collect such taxes, the applicable tax will be added to your billing account and Mr. Black will issue a receipt on request from a Seller as required by law.
Waiver: If Mr. Black delays or fails to enforce any of the provisions of this Agreement, it shall not mean that Mr. Black has waived the right to do so.
Assignment: Mr. Black shall be entitled to assign its rights and obligations under this Agreement provided that your rights are not adversely affected.
Severability: If it is found by a Court that any provision of this Agreement for any reason is invalid or cannot be enforced, this shall not prevent the other provisions from continuing to remain in full force and operate separately.
Illegality: If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement.
No Partnership/Agency: Nothing contained within this Agreement and no action taken by you or Mr. Black under this Agreement shall create, or be deemed to create, a partnership, joint venture, or establish a relationship of principal and agent or any other relationship between you and Mr. Black beyond the relationship created under this Agreement.
Entire Agreement: This Agreement and all documents incorporated into this Agreement by reference constitutes the entire agreement between the parties in connection to its subject matter and supersedes any previous agreement, terms and conditions or arrangement between the parties, whether written or oral. Each of the parties agrees that it has not entered into this Agreement in reliance on, and shall have no remedy in respect of any statement, representation, covenant, warranty, undertaking or indemnity (whether negligently or innocently made) by any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this paragraph shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.
Notices: A notice provided under this Agreement shall be delivered upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or courier; or (ii) at the time of transmission if delivered by email (and no error message is received in response).
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in all respects in accordance with the law of the country in which this Website is based, without regard to its conflict-of-law provisions, and the parties agree to submit to the non-exclusive jurisdiction of the courts of such country.