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TERMS

OutClique Terms of Service

This is OutClique's Terms of Service Policy.

1. Who We Are.

1.1 OutClique.

Welcome to OutClique! We are a Social media platform that offers ticketing and registration seervices dedicated to bringing the LGBT community together through live experiences. Through our platform, mobile apps and services, we enable people all over the world to create, discover, share and register for events.

1.2 The Services.

OutClique’s websites and domains, including www.outclique.org, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces), all of our free mobile applications, including without limitation, OutClique App on iOS, and on Android (collectively, the “Applications”), and all of our ticketing services offered, including without limitation event ticket purchases (collectively, the 'Ticketing') are offered, maintained and provided by OutClique. We refer to all of these as our “Services.”

1.3 Users.

Through the Services, OutClique provides a simple and quick means for registered users who are event organizers, planners and charitable organizations (“Organizers”) to create event registration, speaker profile, organizer profile, fundraising and other webpages related to their events, to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations), solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) (“Attendees”). We refer to Organizers, Attendees and other visitors and browsers of the Services collectively as “Users” or “you.”

2. Our Terms Of Service.

2.1 Terms of Service Agreement.

The following pages contain our Terms of Service Agreement (“Terms of Service”). These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service.

3. Your Acceptance.

3.1 Binding Agreement.

You agree to these Terms of Service and you enter into a binding contract with OutClique either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Attendee, when you purchase a ticket to or register for an event (including free events) or purchase merchandise, a service or make a donation related to an event, in each case by clicking “Pay Now,” “Register Now,” “Buy Now” or similar buttons, or in accordance with Section 3.2 below. If you are not a registered user or an unregistered Attendee, you agree to these Terms of Service and you enter into a binding contract with OutClique by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.

THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST OUTCLIQUE FOR USERS LOCATED IN THE UNITED STATES; (C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF OUTCLIQUE; (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF OUTCLIQUE; AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST OUTCLIQUE ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

3.2 Modifications.

Except to the extent set forth in Section 6.10 below, OutClique reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, “Modifications”). Modifications to these Terms of Service will be posted to the OutClique website with a change to the 'Updated” date at the top of these Terms of Service. In certain circumstances OutClique may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective thirty (30) days following the 'Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written Ticketing Services Agreement or written Addendum Agreement, signed by you and an authorized officer of OutClique.

3.3 Language.

We may translate these Terms of Service (or any of the agreements that make up these Terms of Service) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.

4. Term; Termination.

4.1 Term.

These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.

4.2 Termination by OutClique.

Except to the extent we have agreed otherwise in a separate written Addendum Agreement or Ticketing Services Agreement between you and an authorized officer of OutClique, OutClique may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose OutClique to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that OutClique shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.

4.3 Termination by You.

Except to the extent you have agreed otherwise in a separate written Addendum Agreement or Ticketing Services Agreement between you and an authorized officer of OutClique, you may terminate your access to the Services and these Terms of Service by deleting your account. In the event there is a separate agreement between you and OutClique governing your use of the Services and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you delete your account.

4.4 Survival of Terms.

All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).

5. Special Terms For International Use.

5.1 US Export Laws.

The Services are subject to United States export controls and economic sanctions laws. In accepting these Terms of Service you represent and warrant that:

(a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”), including without limitation, Cuba, Iran, North Korea, Sudan or Syria; and

(b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) that appears on the Bureau of Industry and Security’s Denied Persons, Entity or Unverified List; (iv) that appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) that appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (vi) that is subject to sanctions in any other country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.

 

6. Legal Terms Governing All Use Of The Services

6.1 Indemnification.

You agree to defend, indemnify and hold OutClique, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms of Service, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Organizers, your events or the fact that OutClique was providing Services with respect to those events, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of OutClique’s gross negligence or willful misconduct. OutClique shall provide notice to you of any such Claim, provided that the failure or delay by OutClique in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.

6.2 Disclaimer of Warranties.

OUTCLIQUE PROVIDES OUR SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND WE TRY TO KEEP OUTCLIQUE UP, BUG-FREE AND SAFE. BUT THERE ARE CERTAIN THINGS THAT WE DON’T PROMISE ABOUT OUR SERVICES AND YOU USE THE SERVICES AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OUTCLIQUE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF EXAMPLE, OUTCLIQUE MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT OUTCLIQUE HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING ATTENDEES’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING ATTENDEES AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND OUTCLIQUE IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND OUTCLIQUE HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.3 Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, OUTCLIQUE, AND ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, LICENSORS, PAYMENT PROCESSING PARTNERS, OTHER PARTNERS, EMPLOYEES AND ANY APPLICABLE CARD SCHEMES, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OUTCLIQUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT (AS DEFINED IN THE TERMS OF USE) OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND OUTCLIQUE’S REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF OUTCLIQUE TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS UNDER THE MERCHANT AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF OUTCLIQUE, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO (I) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, AND SUBJECT TO THE TERMS OF THE MERCHANT AGREEMENT, THE FEES (NET OF OUTCLIQUE PAYMENT PROCESSING FEES) THAT YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (II) FOR ORGANIZERS OF EVENTS WITH FREE TICKETS ONLY, ATTENDEES AND OTHER USERS, EITHER (1) THE TOTAL AMOUNT OF ALL TICKETS OR REGISTRATIONS THAT YOU PURCHASED OR MADE THROUGH THE SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; OR (2) IF YOU MADE NO SUCH PURCHASES, ONE HUNDRED U.S. DOLLARS (US$100).

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.4 Release.

OutClique provides a marketplace in which Attendees and Organizers can transact. However, OutClique could not function if it were held responsible for the actions or inactions of different Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to OutClique permitting you to access and use the Services, you hereby agree to release OutClique, 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 event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.'

6.5 Trademarks.

The trademarks, service marks and logos of OutClique (the “OutClique Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of OutClique. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with OutClique Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of OutClique specific for each such use. The Trademarks may not be used to disparage OutClique, any third party or OutClique’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless OutClique approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any OutClique Trademark shall inure to OutClique’s benefit.

6.6 Patents; Copyrights.

A number of issued patents and patents pending apply to the Services. The Content (as defined in the Terms of Use) of the Services is also protected by copyrights owned by OutClique and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.

6.7 Notices.

Notices to you may be sent via either email or regular mail to the address in OutClique’s records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact OutClique or deliver any notice, you can do so as follows:

OutClique, LLC
Attn: Legal Department
11900 Biscayne Blvd. Suite 804
North Miami FL 33181

Email: admin@outclique.org


6.8 Entire Agreement.

These Terms of Service, including the Terms of Use, Merchant Agreement and any other part of these Terms of Service, constitute the entire agreement between you and OutClique and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and OutClique on the subject matter hereof, other than any written Ticketing Services Agreement, OutClique Equipment Lease Agreement or Addendum Agreement between you and an authorized officer of OutClique relating to a specified event or events.

6.9 Choice of Law.

Except as set forth in Section 6.10 below, these Terms of Service and the provision of the Services to you are governed by the laws of the state of Florida, U.S.A., without reference to principles of conflict of laws.

6.10 BINDING ARBITRATION.

ONLY FOR USERS LOCATED IN THE UNITED STATES:

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED ONCE THIS SECTION IS EFFECTIVE.

(a) Contact Us First.

If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.

(b) Agreement to Arbitrate.

In the unlikely event that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 6.10 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 6.9 above.

(c) Scope of Agreement.

This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms of Service and/or your use of the Services.

(d) Exceptions.

Notwithstanding this Agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies), (ii) bring issues to the attention of federal, state or local agencies, including, for example, the Federal Trade Commission and the Florida Division of Consumer Services, which agencies may be able to seek relief on a party’s behalf, and (iii) bring suit in court to seek a preliminary injunction or other interim relief pending the outcome of arbitration. In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Safe Harbor Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.

(e) No Class Actions.

YOU AND OUTCLIQUE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

(f) Notice of Dispute.

A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to OutClique must be addressed to the address in Section 6.7 above (“Notice Address”) and must be sent by certified mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with OutClique and must be sent by certified mail. If OutClique has no records of such physical address, such notice may be delivered to your OutClique account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If OutClique and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or OutClique may commence an arbitration proceeding.

(g) Arbitration Proceedings.

The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Section 6.10, and will be administered by the AAA and settled by a single arbitrator. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 6.10. Unless OutClique and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA shall determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.

(h) Costs of Arbitration; Legal Fees.

i. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against OutClique and the value of the relief sought is ten thousand dollars ($10,000) or less, then EOutClique will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be prohibitively more expensive than a court proceeding, then OutClique will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to reimbursement as set forth below). In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse OutClique for all such cost and expenses that OutClique paid and that you would have been obligated to pay under the AAA rules.

ii. Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator shall award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) OutClique will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

(i) Future Changes.

Notwithstanding any provision in these Terms of Service to the contrary, you and OutClique agree that if OutClique makes any future change to this arbitration provision (other than a change to the Notice Address) OutClique will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.

(j) Special Severability.

In the event that the provisions of Section 6.10(e) above are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 6.11, the entirety of this Section 6.10 shall be null and void with respect to such dispute or claim and Section 6.12 shall apply in lieu of this Section 6.10.

(k) Opt Out.

We believe that on a whole this agreement to arbitrate will benefit our Users. However, if you are an existing registered User and you do not wish to accept this agreement to arbitrate with respect to some or all of your accounts registered prior to October 1, 2015 you may opt-out by sending us a written notice to the Notice Address which (i) states you do not agree to this agreement to arbitrate, (ii) includes your name and all email addresses associated with the accounts you wish to opt-out, and (iii) is signed by the individual who owns the account, or in the event the account is held by an entity, an authorized signer for such entity (the “Opt-Out Notice”). The Opt-Out Notice must be received by November 14, 2015 in order to be effective; otherwise this agreement to arbitrate will be effective as of October 1, 2015. For new registered users and existing registered users who register new accounts following October 1, 2015, there is no option to opt-out and this provision will be effective as to such new accounts upon account creation. For unregistered Attendees and other Users, this provision will apply to all future activities on the Services after October 1, 2015. In the event that you opt-out of this agreement to arbitrate as set forth above, Section 6.12 shall apply.

6.11 Waiver; Invalid Provisions.

The failure or delay of OutClique to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.

6.12 Judicial Forum.

In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or for any other reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court, and to the extent there is no subject matter jurisdiction in such federal court, then a state court. Both you and OutClique agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.

6.13 Titles.

Any Section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

6.14 Violations.

Please report any violations of these Terms of Service by email.

6.15 Assignment.

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

6.16 Relationship.

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service, except to the extent expressly set forth in Section 4 of the Terms of Use and the Merchant Agreement.

 


MERCHNT AGREEMENT

The following terms set forth the terms and conditions upon which you may use the Services to collect sales proceeds from (a) the sale of tickets, registrations, or other items (e.g., merchandise; travel; lodging) related to an event, or (b) the solicitation of event-related donations (such sales proceeds and donations collectively “Event Registration Fees”) (this “Merchant Agreement”), and specifically applies to those who use the Services for such purposes (“you” or “Organizer(s)”). Where applicable this Merchant Agreement will apply to Organizers that use the Services to offer registrations to events that are free to attend (e.g., Section 2.1(d), Fees).

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Terms of Service by reference. Nothing in this Merchant Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service. In the event of any conflict between the Terms of Service and this Merchant Agreement, the Merchant Agreement will prevail only to the extent of the conflict.

IMPORTANT NOTICE: THE TERMS OF THIS MERCHANT AGREEMENT SUPPLEMENT OUR TERMS OF SERVICE. PLEASE READ THOSE TERMS OF SERVICE CAREFULLY, INCLUDING THE SECTION ON ARBITRATION AND CLASS ACTION WAIVER.

1. Additional Registration Information.

1.1 Additional Information. 

As part of the creation of a paid event or at any time following such creation, you may be required by OutClique to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include a current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or driver’s license number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times. 

1.2 Disclosure Authorization. 

Organizer agrees that OutClique is permitted to share Registration Data (as defined in the Terms of Use). To the extent of a conflict between those terms herein and those within the Privacy Policy, the terms herein will govern only to the extent of the conflict. 


1.3 Failure to Provide. 

We reserve the right to suspend your OutClique account or to withhold any amounts due to you in the event that we reasonably believe that your Registration Data or Additional Registration Data is inaccurate or if you fail to provide all Registration Data or Additional Registration Data within the timeframes requested.

2. Payment Methods; Payment Process. (2.1-2.3)

2.1 Overview. 

(a) Payment Methods. 

Organizers may elect to use to collect sales proceeds for paid events via the OutClique platform.  “OutClique Payment Processing,” “OPP,” or the “OPP Service,” in which OutClique acts as Organizer’s limited payment collection agent for the purpose of collecting Event Registration Fees through its Payment Processing Partners (as defined below). All OPP services will be in USD.


(b) OutClique's Role. 

For the avoidance of doubt, OutClique does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers who elect OPP, serving as a limited payment collection agent as set forth below. To provide the OPP Service, OutClique utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Organizers and OutClique are subject to the rules and regulations of such Payment Processing Partners. For convenience, OutClique shows you a balance of proceeds for your events in your OutClique account, however, that balance merely reflects the amount of Event Registration Fees collected by our Payment Processing Partners (OPP), and in the case of OPP, represents only a general unsecured claim against OutClique and not a store of value or a deposit/current account. 


(c) Confirmations. 

Upon an order being placed by an Attendee and confirmed through OutClique, OutClique generates a confirmation message and issues a unique confirmation number for such Attendee’s order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by OutClique through the Services, and it is Organizer’s responsibility to verify an Attendee’s confirmation number and/or any event restrictions prior to the applicable event. 


(d) Fees. 

Regardless of the payment processing option elected, Organizer agrees to pay OutClique all applicable service fees required for use of the OutClique Services (the “OutClique Service Fee”). In most instances, the OutClique Service Fee is applied to each Event Registration Fee received by the Organizer via the Services. However, the OutClique Service Fee may also appear as a single or repeating flat rate depending on the type or size of the event. to the extent Organizer uses OPP, Organizer also agrees to pay OutClique, where applicable, the additional OutClique Payment Processing fee (the “OutClique Payment Processing Fee”) for each Event Registration Fee, which OutClique Payment Processing Fee may include without limitation, a processing fee applied to the OutClique Service Fee. The OutClique Service Fee and the OutClique Payment Processing Fee vary by things such as, and without limitation, Services available, country, and processing currency. The current fees, as well as Services included as part of the Fees, can be found at https://www.outclique.org/fees (the “Fees Page”). Note that these fees, and any accompanying included Services, are subject to change from time to time with respect to either transactions or events that occur following the change. In addition, Organizer may from time to time request additional Services from OutClique, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets and account management, which OutClique may provide at its discretion. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The OutClique Service Fee, the OutClique Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” For the avoidance of doubt, unless otherwise agreed in each instance, Fees collected by OutClique are non-refundable for any reason.

2.3 OutClique Payment Processing. 

(a) Underwriting. 

If you have requested OPP, then upon receipt of Additional Registration Data, OutClique will determine, in its discretion, whether you are qualified to use OPP. If you are not qualified to use OPP, but you are otherwise qualified to use the Services, OutClique will notify you and you may switch to another service unless the reason that you do not qualify for OPP is that your event is a Prohibited Event, you are a Prohibited Merchant and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 3. For risk management and security reasons and to meet the requirements imposed by our Payment Processing Partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through OPP and you authorize us to reject any transaction over that limit. We may also from time to time in our discretion impose a reserve requirement on you under Section 2.3(f). 


(b) Payment Process. 

When using OPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, OutClique will cause our Payment Processing Partners to pass along all Event Registration Fees related to such event that have been collected by our Payment Processing Partners, subject to (i) deduction of all applicable Fees then due; (ii) our right of setoff against any debts or other amounts owed to us under this Merchant Agreement; (iii) any other deductions authorized pursuant to this Merchant Agreement; and (iv) any reserves established as set forth in subsection (f) below. Such payouts will be made only to the payout information designated by Organizer on the Services under “Payment Options.” Payouts are primarily made by ACH, or for Organizers with Event Registration Fees in USD only, and in limited circumstances, by check to an address in the United States or Canada. In addition, OPP will allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the “Card Schemes”), and non-card based payment networks such as direct debit and other alternative forms of payment (the “Alternative Form of Payment Frameworks”). Except to the extent set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners or a Card Scheme, you are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa, American Express), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time. You agree that, regardless of the delivery option used by OutClique to make a payout to you, you shall not use any information related to that payout method (including, but not limited to, any check or check information), or request such information with an intent to use it, for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement. 

You understand and agree that you are responsible for maintaining the security of and control over any check issued to you under the Terms of Service, including this Merchant Agreement. If a check we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that you are responsible for any and all losses arising for the loss, theft, or misuse of the check. You agree that we are entitled to pay any check issued to you under the Terms of Service, including this Merchant Agreement, regardless of who presents the check for payment and regardless of whether the check was lost, stolen, or otherwise fraudulently or erroneously obtained or presented. To the maximum extent permitted by applicable law, and in addition to other limitations of liability set forth in the Terms of Service, including this Merchant Agreement, you agree that we will not be liable for any check we provide to you, or any loss arising therefrom, that is lost, stolen, fraudulently, or erroneously obtained, endorsed, cashed, or deposited. 

You agree to reimburse us for all claims, losses, costs, and damages we incur regarding any check issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the check is cashed or deposited more than once, resulting in duplicate payments. 

For ACH transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Additional Registration Data, is inaccurate, you agree that we are still entitled to make payment to the account number you provided, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us. 

You agree that we may, from time to time, in our sole discretion, without notice to you, setoff against your reserve, setoff against any Event Registration Fees you receive, or both, based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your credit profile or the underlying event(s)’ risk profile, fraudulent conduct by you or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement. We may exercise such setoff rights before we make any payout, whether by check or by ACH, to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights. We may also exercise any of our rights and remedies under Section 2.5 of this Agreement regarding recovery of such amounts due and payable to us from you. 


(c) Appointment as Agent. 

With respect to any events for which Organizer uses OPP, Organizer hereby appoints OutClique as Organizer's limited payment collection agent solely for the purpose of collecting payments made by Attendees for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Attendee to OutClique shall be considered the same as a payment made by an Attendee directly to Organizer and Organizer will sell or provide all advertised goods and services to the Attendee as if Organizer had directly received the Event Registration Fees from such Attendee, regardless of whether the Event Registration Fees have yet to be received from OutClique. Organizer agrees that in its role as limited agent, OutClique is authorized to (i) enable Attendees to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organizer during the event registration process); (ii) hold, disburse and retain proceeds on Organizer’s behalf pursuant to this Merchant Agreement; (iii) issue refunds to Attendees as set forth in Section 2.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, OutClique assumes no liability for any acts or omissions of Organizer and Organizer understands that OutClique's obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes OutClique to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that OutClique will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities. 


(d) Advances. 

Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of the applicable event. OutClique, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth in Section 2.3(b), on such terms and conditions set forth in (i) this Merchant Agreement; (ii) during the process of registering for advanced payments; and/or (iii) such terms that Organizer and OutClique agree to in a separate written agreement. Organizer agrees that any payments made by OutClique of Event Registration Fees prior to the fifth (5th) business day after the end date of the applicable event are merely advances of amounts that may become due to Organizer under this Merchant Agreement. If OutClique decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that OutClique may at any time (A) terminate or suspend Organizer’s right to receive such advance payments; and/or (B) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that OutClique may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in Organizer’s credit profile or the underlying event(s)’ risk profile, or breaches of the Terms of Service, including this Merchant Agreement. Upon receipt of notice of any such demand, Organizer shall thereupon promptly pay back to OutClique the portion of any such advance demanded. Organizer acknowledges and agrees that OutClique has the right to withhold funds as set forth in Sections 2.3(b) and 2.5(a) of this Merchant Agreement. Organizer also acknowledges and accepts its obligations under Section 2.3(g) and 2.4(c) of the Merchant Agreement, including its obligations to reimburse OutClique for refunds and credit card chargebacks. 


(e) Cancellations; Nonperformance. 

No payments shall be made to Organizer with respect to any event that is cancelled or with respect to which OutClique believes there is a risk of cancellation or nonperformance, unless OutClique receives adequate security (as determined by OutClique in its discretion) for Organizer’s obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event shall be earned until that event is successfully completed. If payments have already been made to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by OutClique all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 2.4. You are responsible for complying with the requirements of Section 2.4 and the requirements of OutClique's Organizer Refund Policy Requirements, which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds to OutClique that are sufficient to cover refunds due to Attendees for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 2.4(c) below, then you acknowledge and agree that the unremitted amount will become due and payable to us under these Terms of Service, including this Merchant Agreement, and subject to a setoff right until you have satisfied the amount in full. Such unremitted amounts are also subject to the provisions of Sections 2.3(f) and 2.5 of this Merchant Agreement. 


(f) Reserves and OutClique Right of Setoff. 

OutClique reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by OutClique in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Organizer’s credit profile or the underlying event(s)’ risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this Merchant Agreement, or to protect OutClique against fraudulent or erroneous activity. OutClique's right to hold a reserve shall continue following the applicable event(s) and until either (A) Organizer has discharged all obligations under the Terms of Service and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed; or (B) OutClique determines it no longer has risk or exposure that would otherwise be mitigated by the reserve. Further, the reserve is subject to the right of setoff as set forth in Section 2.3(b). In the event that the exercise of our setoff right does not fully cover the amount of funds due and owing from you to us under these Terms of Service, including this Merchant Agreement, then such amount of funds shall be deemed due and owing to us until you have satisfied the amount in full. 


(g) Chargebacks; Reversals. 

Any credit card chargebacks or other transaction reversals initiated against OutClique or its affiliates for any reason (except to the extent they are caused solely by OutClique's negligence or willful misconduct) with respect to an Organizer’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by OutClique or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse OutClique for such amounts on demand. As part of OutClique's limited payment collection agency, OutClique will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes OutClique to do so and agrees to use reasonable efforts to cooperate with OutClique in such re-presentment. However, OutClique shall have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organizer’s refund policy or the provisions of Section 2.4(c) below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that OutClique's loss of any chargeback that has been re-presented by OutClique shall not in any way limit Organizer’s obligation to reimburse OutClique and its affiliates under this paragraph. 


(h) Currencies. 

OutClique only provides the OutClique Payment Processing Service for certain currencies and for Organizers in certain locations further detailed on https://www.OutClique.com/fees/. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. OutClique does not provide currency conversion services. Finally, different payment options or payment methods may be available to you depending on the currency in which you collect Event Registration Fees and your location as detailed at https://www.OutClique.org/fees/. 


(i) Payment Scheme Rules. 

The Card Schemes and Alternative Form of Payment Frameworks require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the “Payment Scheme Rules”). We may be required to change this Merchant Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in OPP, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks. 


 

REFUNDS FOR EVENTS & DONATIONS

OutClique lets organizers set their own refund policies. If the event you registered for has a refund policy, you'll find it posted on the event listing where you registered and the order confirmation email you received after purchasing. Eligible refund requests that fall within the organizer's posted refund policy should be honored. However, refund requests that are not eligible under the organizer's posted refund policy will be addressed at the discretion of the organizer.  If the organizer has not chosen refund policy, then you call under OutClique’s Default Refund Policy.
Because all transactions are between an Organizer and its respective Attendees, OutClique asks that all Attendees contact the applicable Organizer of their event with any refund requests. You can find help with getting a refund by contacting OutClique at admin@outclique.org. Organizers agree to post and maintain a refund policy on each event page and that refund policy will govern, provided that the refund policy must be consistent with OutClique's Attendee Refund Policy Requirements. In the event that an Organizer has not responded to a refund request within two (2) business days or there is a dispute between an Organizer and an Attendee that cannot be resolved, either party may contact OutClique. OutClique may, in its discretion, attempt to mediate such dispute, however, OutClique will have no liability for (a) an Organizer’s failure to give refunds; (b) OutClique’s failure to mediate a dispute; or (c) OutClique’s decision if it does mediate the dispute.

 

OutClique’s Default Refund Policy

You are eligible for a refund provided the following criteria are met.

  • For Events & Donations: It is more than 24 hours before the Event.  'Refunds up to 1 day before event' means that the OutClique will require the organizer to grant refunds up until one day before the start date of the event or the close of the donation period.

  • You have not altered, changed, transferred or in any other way modified or used your ticket.

Organizer Policy option: No Refunds

'No Refunds' means that the event organizer does not grant refunds for this event. You can't submit a refund request for your order, but you can still contact the organizer with questions.  Furthermore, the following minimum requirements must be followed:

Minimum Requirements for All refunds (including Policy 'No Refunds'):

We understand that refund policies vary depending on the type of event and the Organizer. Because of that, we provide flexibility for Organizers to post their own policies with respect to their events, so long as they meet the following minimum requirements: 

(a) Refund policies must be posted on the applicable event page; 

(b) “No refund” policies are permissible, but must be clearly identified as such and must otherwise comply with these minimum requirements; 

(c) Refund policies (including “no refund” policies) must provide for a refund or other make good for complete failure to provide the advertised goods and services (e.g., event cancellation); 

(d) Refund policies must be in accordance with all applicable local, state, provincial, national and other laws, rules and regulations, including all requirements imposed by Card Schemes or Alternative Form of Payment Frameworks (each as defined in the Merchant Agreement); 

(e) Refund policies must include specific instructions on how to obtain a refund, including how, when and where to direct a refund request; 

(f) Refund policies may not be changed with respect to purchases made prior to the date of such change and its posting to the applicable event page; 

(g) Refund policies must set out a specific time frame within which refund requests will be responded to, which should not exceed five (5) business days for a first response; and 

(h) Refund policies must otherwise be fair and reasonable. 

If a refund policy is not posted or does not meet these minimum requirements set forth above, OutClique may (but has no obligation to) modify such refund policy such that it meets these minimum requirements. Such modification may take the form of prospectively making changes to the Organizer's posted refund policy on the applicable event page or retroactively applying such changes at the time of a dispute, chargeback and/or refund request. 

Organizer Policy option: Refunds up to 1 day before event/donation close

'Refunds up to 1 day before event' means that the event organizer grants refunds up until one day before the start date of the event. Refund requests submitted in this time frame should be honored, and any requests submitted after this date has passed are at the organizer's discretion.

Organizer Policy option: Refunds up to 7 days before event/donation close

'Refunds up to 7 days before event' means that the event organizer grants refunds up until 7 days (or 1 week) before the start date of the event. If you submit your refund request within 7 days of the event, it's at the organizer's discretion whether or not they want to issue a refund.

Organizer Policy option: Refunds up to 30 days before event/donation close

'Refunds up to 30 days before event' means that the event organizer grants refunds up until 30 calendar days before the event's start date. Any refund requests submitted within 30 days of the event are left up to the event organizer.


ADDITONAL/RECURRING TRANSACTIONS

OutClique allows Organizers to charge users for purchases of products or services through the app, during the time span of an event the user is attending.  Every charge requires the User's consent via accepting the charge through the app.  User consents via a notification through your Android or iOS device and clicking yes to the charge amount. The organizer has the option of taking and saving a photo of the transaction iat time of purchase for added security.

For example, you (the user) are an attendee at an event for which you have already purchased your ticket. The Organizer is selling water. The organizer may scan your ticket and a notification will popup on your mobile asking if you made the purchase, and you confirm the purchase by clicking yes. Upon clicking yes, your card is automatically charged at the end of the event.  If you click no, then the charge will not be assessed. The Organizer will be notified of your acceptance or denail of the charge at the time of sale though Organizers app or computer station.

Organizes can only charge for products or services prior to or during an event, and consent from the user is always required.

The location, date, time, purchase details and photo (if applicable) are all emailed to you at time the transaction is completed. This is typically within an hour of the end of the event. 

Charge Disputes

Disputes are handled by calling OutClique at 205-901-1005 or by emailing admin@outclique.org.  All disputes are investigated.  Investigations are typically performed by determining the accuracy of the transaction:

  • Did the User attend the event?
  • Did the charge happen at BOTH the location of the User and Organizer?
  • Did the charge get accepted by the user?
  • Did the photo of the transaction match the items purchased and the location of te purchase? (If Applicable)
  • Is the transaction suspicious in any way?

If a transaction fails any of these items and the transaction is deemed to be fraudlent or suspicious in any way, a refund will be issued withing 2-4 business days.