SPRIGGLI TERMS OF SERVICE
BY USING THE SPRIGGLI WEBSITE LOCATED AT WWW.SPRIGGLI.COM ("WEBSITE
") YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("TERMS
"). THESE TERMS APPLY TO ALL USERS OF THE WEBSITE AND SERVICES (AS THAT TERM IS DEFINED BELOW), INCLUDING INDIVIDUALS AND ENTITIES WHO REGISTER FOR THE SERVICES, INDIVIDUALS AND ENTITIES WHO USE THE SERVICES AND INDIVIDUALS WHO VISIT THE WEBSITE (COLLECTIVELY, "USERS
"). IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE WEBSITE OR SERVICES.
Spriggli Experience Everything Inc., doing business as Spriggli, ("Spriggli
" or "Us
") is the owner and operator of the Website. The Spriggli Website is a platform designed to facilitate the formation of contractual relationships between event venues ("Venues
"), Users wishing to organize events ("Organizers
"), Users wishing to provide services at venues, for organizers, and for organized events ("Service Providers
"), and Users wishing to attend events ("Attendees
") organized and held both in-person and virtually online through the use of unaffiliated third-party streaming applications and/or software ("Online Events
") using the Spriggli Website at certain Venues ("Live Events
"), and to help Venues, Organizers, Service Providers and Attendees to find each other, market, sell and provide access to tickets and professional services for Events.
(collectively referred to as the “Services”)
1. ACCOUNT REGISTRATION
To access certain features of the Website and Services, you may need to register for an account (your "Account
. You agree that you are responsible for keeping your Account password confidential and secure, and further understand that you are solely responsible and liable for any purchases or activities that occur under your account.
To use or register for the Services, you must:
be over the age of majority in the province, state or territory in which you reside;
- if registering or using the Services on behalf of a business or other entity, have the authority to bind the entity to these Terms.
By using or registering for the Services you confirm that you are eligible to use the Services in accordance with these Terms.
1.3 Credit Card and Billing Information.
To access certain Services, you may be required to provide valid credit card and billing information ("Billing Information
"). Spriggli uses third-party payment processors ("Payment Processors
") to process in-bound and out-bound payment transactions, including but not limited to Stripe [https://stripe.com/en-ca]. You authorize and direct Spriggli to transmit your Billing Information to our third-party Payment Processors and consent to having your metadata stored in order to process these transactions. The Payment Processors' terms of service will govern your relationship with the Payment Processors, and Spriggli is not a party to your contractual agreement with the Payment Processor.
YOU WAIVE AND RELEASE SPRIGGLI FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OR ACCESS OF THE PAYMENT PROCESSORS.
Spriggli is a platform for connecting Venues, Organizers, Service Providers and Attendees and for coordinating the formation of contracts for Live Events between Venues, Organizers, Service Providers and Attendees. Where Spriggli provides Services related to Live Events, such as the collection and distribution of ticket proceeds, it does so as a designated intermediary pursuant to the contract that may be formed between Venues, Organizers, Service Providers and Attendees. Spriggli is not a party to any agreements or contracts between Organizers, Service Providers and Venues for Live Events. Where Attendees purchase tickets to Live Events through the Services, this is a contract between Venues/Organizers and Attendees. While Spriggli may place limits on the kinds of Live Events that may be coordinated and marketed on its platform, may take steps to screen and review the conduct of Venues, Organizers, Service Providers and Attendees, and may establish various policies and codes of conduct for Users, Spriggli assumes no control over Live Events and expressly disclaims any liability for the conduct of Venues, Organizers, Service Providers and Attendees while using the Services or while attending Live Events.
2.2 Ticket Sales.
Subject to these Terms, Venues and Organizers may use the Services to market and sell tickets to Live Events (“Tickets”) through the Spriggli Services. Attendees may use the Services to search Live Events and purchase Tickets from Venues and Organizers. Attendees must pay for Tickets at the time of Purchase, and except for where Live Events are removed from the Website or otherwise cancelled in accordance with the policies and processes established by Spriggli, Tickets are non-refundable.
2.3 Ticket Transfer.
Spriggli does not at this time offer any ticket transfer services nor prohibit ticket resale. Please consult directly with the Organizers, Venues or Service Providers for transfer terms.
2.4 Ticket Resale.
Spriggli does not at this time offer any ticket resale services nor prohibit ticket resale. Please consult directly with the Organizers, Venues or Service Providers for resale terms.
2.5 Event Cancellation.
Spriggli reserves the right to remove any Live Event from its platform for any reason, to communicate this action to Organizers, Venues, Service Providers and Attendees by electronic means, and to identify the Live Event as “cancelled” on the Website. Where a Live Event is removed from the Spriggli platform, Spriggli will instruct the applicable Payment Processors to refund proceeds collected from the sale of Tickets to the cancelled event in accordance with the Payment Processors terms of service or make alternate arrangements to issue refunds, credits or Tickets to alternate Live Events with the same Organizer. Where an Organizer and/or Venue wishes to remove or cancel a Live Event and/or any services to be provided therein from the Organizer, Service Provider or Venue must follow the event removal or cancellation process as established by the Services in their profile and as agreed upon at the time of booking request and confirmed at the subsequent securing and/or payment of the Service booking, and must indemnify Spriggli for any damages, costs or fees incurred as a result of the removal or cancellation.
YOU WAIVE AND RELEASE SPRIGGLI FROM ANY DIRECT OR INDIRECT LOSS OR DAMAGE SUFFERED AS A RESULT OF THE REMOVAL OR CANCELLATION OF A LIVE EVENT AND/OR THE PROVISION OF LIVE EVENT SERVICES.
3. FEES AND PAYMENT
There are no fees to register, list Services, or search Services with Spriggli. When a Purchaser makes a reservation or purchase using the Services, the Purchaser agrees that the full amount of the Ticket or other purchase, including applicable taxes and/or service fees, will be charged to the credit card or billing account on file of the Guest using the Billing Information provided. Where no fee is applied to the Services, there will be no service fees collected from the purchaser or the Serivce. An Attendee need not create an account to make a purchase through the Service, however in such case the email confirming the ticket issuance is the only record of purchase. Attendees are solely responsible for ensuring that they keep and safeguard such email from deletion or unauthorized use.
3.2 Organizer Fees.
For every Ticket sold, and/or Service Booked, Purchasers and Organizers agree to pay service fees, which will be displayed to the Organizer at the time a Live Event is published on the Website (“Service Fees”) in addition to any fee charged by the Venue and/or any Service Providers. The Service Fee will be included in the Ticket price displayed to purchases, and in the booking request for Serivces. Following the Live Event, subject to Section 3.4 below, Payment Processor will remit to the Venues, Service Providers and Organizers the allocated amounts of the Ticket price owed to each party pursuant to the terms of the agreement between Venue, Service Provider and Organizer, less the Service Fee(s), and such payment shall be considered the same as though payment was made directly from the Guest to the Organizer and/or Venue and/or Service Provider, as applicable.
3.3 Spriggli Fees.
Spriggli may charge other fees to Users for Services upon Users communicating their acceptance of those fees and the applicable terms of payment. Authorized fees may be charged to the User's credit card on file using the Billing Information provided, or deducted from any current Account balance associated with the provided Billing Information. Fees may be added if services are offered, accepted and rendered in addition to our standard Services. In the instance where there are insufficient funds in your Account to process these potential transactions, Spriggli reserves the right to collect the amount of any difference owed by charging your credit card on file directly if necessary to complete the Service. Spriggli may or may not reach out for further clarification.
Ticket prices may be subject to applicable taxes. Organizers, Service Providers and Venues are solely responsible for calculating, withholding and/or remitting any taxes related to Ticket sales (excluding Service Fees). Spriggli will be responsible for calculating and remitting taxes on any Service Fees. Organizers, Service Providers and Venues agree to jointly and severally indemnify Spriggli, and each of its officers, directors, employees and agents and hold them harmless against any and all losses, taxes, damages, liabilities, and claims arising out of the calculation, remittance or withholding of any applicable taxes, except as it relates to the Service Fee.
3.6 Event Cancellations.
No payments shall be made to an Organizer, Service Provider or Venue with respect to any Live Event that is cancelled or removed from the Website. In addition, no fees associated with Ticket sales for a given event shall be earned or paid until that event is successfully completed. If payments have already been made by Attendees to an Organizer or Venue, for a cancelled or removed event, Organizer or Venue must immediately refund payments to an address designated by Spriggli for the purpose of effecting refunds.
Unless a Live Event is removed or cancelled, Spriggli does not provide Attendees with any form of refund guarantee for Tickets purchased using the Services. Notwithstanding this Section, Spriggli reserves the right to issue refunds to Users under reasonable circumstances, to be determined in Spriggli's sole discretion. Spriggli is not responsible or liable for refunding any tickets, services, merchandise or goods purchased outside of the Spriggli Services or Website.
4. LICENSE AND RESTRICTIONS ON USE
Subject to your compliance with these Terms, Spriggli grants you a non-transferable, non-exclusive, license to access and use the Website and the Services for your use (the “License”). Nothing in the Terms gives you a right to use the Spriggli names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website or Services. Any future release, update, or other addition to functionality of the Website shall be subject to these Terms.
Spriggli may impose certain limitations on the use of the Website or Services, including, but not limited to restricting the number of accounts you may register, and/or imposing charges for certain features of the Services. You agree to use the Spriggli Website and the Services only for purposes as permitted by these Terms. Spriggli reserves the right to modify or impose any limitations on the use of the Spriggli Website and the Services at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate Users at any time without any liability whatsoever to you. In using the Spriggli Website and/or the Services you shall not:
intentionally or unintentionally violate any of these Terms, any third-party terms and conditions to which you may be bound by virtue of Users' use of third-party applications, software and/or services for the purpose of streaming and/or participating in events Venueed by third party online platforms (a "Third-Party Platform") which Third-Party Platforms may include but not be limited to Skype, Google Meet, Zoom, Vimeo, Twitch, YouTube, Instagram and Facebook, or any local, state, provincial national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone else; license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Spriggli Website or the Services;
misuse or abuse our Services associated with the Spriggli Services as determined by Spriggli in its sole discretion;
- use the Spriggli Services to match, request, make or accept a booking independent of the Services we offer, to circumvent any Service Fees or for any other reason;
- upload, post, email, transmit or otherwise make available any material, including promoting any Event, that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
you do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user's privacy; or
- contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Spriggli Website or any software provided by us.
You agree to defend, indemnify and hold Spriggli, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any User Content (as defined below) you create, submit, post, transmit, or otherwise make available through the Website or Services; (b) your use of the Website or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links, messages or any content to while using the Services, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including at a Live Event; (f) any claim of occupiers liability, social Venue liability or other similar causes of action in law directly or indirectly related to a Live Event; and (g) your negligence or willful misconduct, including at a Live Event. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
5. USER DATA AND CONTENT
5.1 Personal Information.
5.2 License to Spriggli.
Except for material We may license to you, Spriggli does not claim ownership of the materials and/or content created, performed, uploaded or otherwise transmitted by you through the Website or other use of the Services, including but not limited to photos, designs, descriptions and comments ("User Content
"). However, by using the Website and/or Services, you grant Spriggli a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Website and Services.
5.3 Online Events and Live Stream License.
Where livestream Online Events are facilitated and/or organized through, and ticketed by Spriggli, Spriggli does not claim any ownership to the content produced or provided therein, nor does Spriggli save/store the content, including any pre-recorded video content and any other uploaded material transmitted by the Venue or Organizer. By agreeing to these Terms, Organizers and Venues (as applicable) agree to provide Spriggli and its Third-Party Platform licensors a temporary, worldwide, royalty-free, non-exclusive license to a livestream recording (audio and/or audiovisual) of the Online Event to be shared with Attendees who have purchased a valid ticket to the Online Event (the "Streaming Window
"). This live stream or live stream recording will be accessible through the Third-Party Platform used as the Venue for the Online Event, provided that Attendees' access to the recording will be terminated immediately following the end of the pre-determined and show creator approved Streaming Window. Under no circumstances does Spriggli archive the Online Event recording or share it without the Venue's or Organizer's consent outside the Streaming Window.
6. TERM AND TERMINATION
6.1 Termination by You.
You may terminate your account and/or stop using the Services at any time. Termination of your account does not waive or release you from any obligation or liability you may have to Spriggli or other Users.
6.2 Termination by Spriggli.
Spriggli may at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Services. Cause for such termination shall include, but not be limited to: (a) violations of these Terms of Services or any other policies or guidelines that are referenced herein and/or posted on the Website or through the Services; (b) a request by you to cancel or terminate your Account; (c) discontinuance or material modification to the Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Spriggli Website or the Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Spriggli in its sole discretion, and Spriggli will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
6.3 Effect of Termination.
On termination, you will lose all access to the Services and any portions thereof, including, but not limited to, your Account.
7. IMPORTANT DISCLAIMERS
7.1 Live Events.
Spriggli is in the business of providing a platform to connect Organizers, Service Providers and Venues for the purposes of coordinating Attendees and the provision of event services and is no way affiliated with participating Organizers, Service Providers or Venues. You acknowledge that Spriggli shall not have any responsibility or liability for any losses or damages that you may incur as a result of your visit to or attendance at a Live Event, or use of Services independent of a Live event. You hereby agree to release Spriggli, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third-parties (including other Users) in connection with the Services or any Live Event listed on the Services.
THE WEBSITE AND SERVICES ARE PROVIDED "AS IS
" AND ON AN "AS AVAILABLE
" BASIS. SPRIGGLI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE SPRIGGLI WEBSITE AND THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPRIGGLI OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
8. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL SPRIGGLI BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SPRIGGLI WEBSITE OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SPRIGGLI WEBSITE, (V) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY USER CONTENT TO USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS; OR (IV) ANY PERSONAL INJURY OR DEATH ARISING FROM YOUR ATTENDANCE AT A LIVE EVENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPRIGGLI'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS ($50 CAD) OR (B) AMOUNTS YOU'VE PAID SPRIGGLI IN THE 12 MONTHS PRIOR TO THE LIVE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY SPRIGGLI APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
9. GENERAL TERMS
9.1 Export Control.
Use of the Website or Services may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Spriggli Website may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Spriggli Website or the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Spriggli Website or the Services for any purposes prohibited by United States, Canadian or any other applicable laws of your jurisdiction, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
9.3 Governing Law & Disputes.
This Agreement shall be governed by the laws in effect in the Province of British Columbia, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the Province of British Columbia shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Spriggli Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or be forever barred.
9.4 Entire Agreement.
9.5 External Agreements; Non-Circumvention.
Your use of the Spriggli Website and the Services constitutes your consent and acceptance of these Terms as the primary agreement governing the use of the Spriggli Website and the Services. This agreement must serve as the primary agreement for any Live Event and shall supersede any agreement entered into between a Venue, Service Provider and/or Organizer directly, except as otherwise may be expressly agreed upon in writing by Spriggli, specifically waiving compliance with this Section.
YOU SHALL NOT CIRCUMVENT THE SERVICES TO AVOID PAYING SERVICE FEES.
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Spriggli Website, or the Services, please contact Us at: firstname.lastname@example.org