1. Acknowledgments. Client, an event ticket reseller that possesses a web site that promotes its services and generates sales online to its customers, agrees to hire ATBS for the purpose of providing software and services which are capable of managing web-based properties and services in a timely and efficient manner that enables ticket brokers to generate sales of various events online to its customers. Client hereby employs ATBS to perform the following services in accordance with the terms and conditions set forth in this agreement. The parties desire to enter into an agreement whereby ATBS shall sell Client such software (the “Technology”) in accordance with the terms and conditions set forth in this Agreement.
2. Sale of Technology. ATBS hereby agrees to sell and Client agrees to purchase the Technology.
3. Product. Client has reviewed the Technology and is satisfied with the functions and features available. Client agrees to Payment Price for the Technology. Client acknowledges and agrees that the Payment Price is solely for the purchase of the Technology. Once the Technology is installed and configured and accessible from a browser on the development or live domain, Client acknowledges receipt of and satisfaction with the Technology.
4. Payment Terms. Client agrees to pay ATBS the Payment Price in a single payment. Client will pay ATBS the Payment Price with an authorized credit card. Client authorizes ATBS to charge the credit card provided on the authorization form for the aforementioned amount. ATBS reserves the right to cancel this contract for failure to follow these payment terms without refund.
5. Discounts or Packages. In the event ATBS provides a discount or package to Client for the Technology, Client acknowledges that the price listed is restrictive to terms of the package. Client acknowledges that cancellation of one or more portions of the package will result in the application of the remaining balance towards the regular purchase price of the Technology. ATBS will not offer and Client will not receive any type of refund.
6. Taxes on Services. 9.1 Sales Taxes. Unless otherwise expressly provided in the Agreement or included in the invoice for the Services, all amounts due to ATBS under the Agreement are exclusive of any value added, goods and services, sales, use, property, excise and like taxes, import duties and/or applicable levies (collectively, “Tax”). If ATBS is required by law to collect Taxes on the provision of the Service, ATBS will invoice you for such Tax and you must pay ATBS the amount of the Tax that is due or provide ATBS with satisfactory evidence of your exemption from the Tax. The obligation to pay any Taxes that Customer may be required to pay in connection with Customer’s use of Services or Customer’s payment of amounts due to ATBS under the Agreement shall be borne exclusively by Customer. You must provide ATBS with accurate factual and adequate information and documentation (as determined by ATBS), to help ATBS determine if any Tax is due with respect to the provision of the Services. 9.2 Withholding Taxes. All payments to ATBS shall be made without any withholding or deduction for any Taxes, except for any withholding (or similar) taxes imposed on income that may be attributed to ATBS in connection with its provision of the Services that you are legally required to withhold from such payment and remit to the applicable governmental or taxing authority (such taxes, “Local Withholding Taxes”). You agree to timely provide ATBS with adequate and accurate factual information and documentation (as determined by ATBS), including tax receipts, of your payment of any such Local Withholding Taxes. ATBS shall remit such cost to you in the form of a credit on your outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Taxes as set forth above.
7. Late Fees . ATBS reserves the right to charge reasonable late fees for failing payments, unpaid accounts and past due balances. Client agrees to pay any late fees that have collected to the account as a result of non-payment. Client acknowledges that late fees will accrue and add to the balance until the balance is paid in full. ATBS reserves the right to waive late fees at the discretion of ATBS.
8. License of Software. Client acknowledges and agrees that ATBS is selling a license to a copy of the Technology. Client does not own exclusive rights to any code or modifications. Further, Client acknowledges and agrees that the Technology code is encrypted and encoded. Client will not attempt to decrypt the programming code. Any attempt to decrypt the Technology will be considered a breach of this agreement.
9. Use of Software. Client acknowledges the Technology is licensed for and may only be used for a single domain name. Client may not duplicate the Technology or host any unauthorized copies of the Technology on any web server or domain name. Client may not resell any part of the Technology. Client may not alter or otherwise modify the control panel template.
10. Transfer of Technology. Client may not transfer or otherwise sell the Technology without consent from ATBS. Client agrees to inform a new or prospective owner of the terms of this agreement. ATBS will assist with transferring the Technology to a new owner as needed.
11. Modification of Technology. Client may modify the unencrypted Technology at the discretion and expense of Client. ATBS may provide requested modifications to Client at the discretion and rate set by ATBS however ATBS reserves the right to refuse to development of any modifications. ATBS does not modify the Technology to alter settings without the request In the event Client hires a third party to develop modifications to the Technology, Client is solely responsible for maintaining the encryption of the Technology. If the Technology is found to be compromised, unencrypted or available through another source other than ATBS as a result of a third party company or employee hired by Client, Client acknowledges and agrees this will cause irreparable harm to ATBS and will be held responsible for liquidated damages of $100,000 per incident. Client acknowledges that this is ATBS and Client’s best estimate of potential actual damages, and is not a penalty.
12. Additional Technology. ATBS may offer additional Technology to Client including but not limited to GEO-Location services (GEOIP), royalty-free images, mobile websites, and mobile applications. Client acknowledges and agrees these services are not included and may be provided at an additional fee as determined by ATBS. Client is not required to accept or use the Additional Technology. Client acknowledges some features shown from demonstration purposes are not included in the Technology. ATBS is not required to offer or develop any additional technology.
13. Required Third-Party Authorization. Client acknowledges and agrees that the Technology will require XML API access from one of the event ticket exchanges. ATBS is not responsible for obtaining this information on behalf of Client. Client agrees to obtain the information from the ticketing exchange and provide it to ATBS. Client agrees that in the event Client is unable to obtain XML API information from the ticketing exchange, ATBS is not responsible and will not issue a refund. Additionally, in the event the XML API information is revoked from Client, ATBS will not refund any payments to Client and is not required to provide Client with a compatible Technology for an alternate ticketing exchange. ATBS may sell Client a compatible copy of the Technology at the discretion of ATBS and agreement of both parties. Client agrees to have access to and will provide XML API information from the following ticket exchange: Enter Exchange Name (TicketNetwork, TicketTechnology, TicketEvolution)
14. Development of Technology. ATBS agrees to configure and customize the Technology as specified in the “Additional Agreements” in a timely manner however Client acknowledges and agrees that the development time of the Technology may vary. ATBS is not responsible for and will not offer a refund for delays of development for any reason. ATBS agrees to provide Client with an online interface to engage and work with ATBS during the development of the Technology. Client agrees to use the online interface during this process. Client acknowledges any refusal or delays in using the online interface will result in delays in completion of the Technology.
15. Hosting. Client acknowledges and agrees that hosting is a monthly service that must be paid regardless of the accessibility or inaccessibility of the website or status of the website development. Client acknowledges and agrees that hosting with ATBS is required and as such agree to pay reasonable hosting fees set forth by ATBS. Client hereby authorizes ATBS to charge the credit card provided on the Authorization form for the monthly hosting service.
    1. ATBS reserves the right to temporarily deactivate the website for failure to pay for any services. Temporary deactivation includes the placement of a website overlay, preventing use of the website. The website will be restored within 48 hours once all outstanding balances are paid in full.
    2. ATBS reserves the right to deactivate hosting or redirect the order processing by replacing the current API information with ATBSs and/or forwarding the website domain name due to violation of terms of use or nonpayment. In the event a website or website hosting is deactivated due to nonpayment, ATBS reserves the right to charge a fee to reactivate the website.
16. Secure Socket Layer (SSL). Client acknowledges the Technology requires an SSL certificate. Client agrees to purchase and use the SSL service provided by ATBS. This is a required service and fee. In the event ATBS permits a third-party SSL certificate installation, Client agrees to pay an installation fee and annual renewal fee, set by ATBS, each time the third-party SSL certificate must be renewed. ATBS reserves the right to refuse installation of any third-party SSL certificate without cause.
17. Email. ATBS does not host or support email or email servers. Client acknowledges and agrees to obtain appropriate email services as needed. Further, Client will maintain an accurate email address to keep on file with ATBS at all times.
18. Technical Support. ATBS agrees to provide free technical support to Client through an online ticket based system. ATBS may, at the sole discretion of ATBS, provide technical support to third parties affiliated with Client. Client acknowledges services provided through the online ticket based system may incur an additional fee set by ATBS. Client reserves the right to decline the fee set by ATBS and acknowledges the services will not be completed by ATBS.
19. Updates. ATBS agrees to provide, from time to time, updates to the Technology as deemed necessary. These updates will be provided to Client free of charge however ATBS reserves the right to charge an additional fee for upgrades or additional features to the Technology.
20. Additional Payments. Client agrees to provide ATBS with accurate contact and billing information for ongoing payments. In the event ATBS finds Client has not paid for utilized services, ATBS will investigate and provide Client with a record of the unpaid balance. Client agrees to pay the unpaid balance to ATBS in a timely manner.
    If Client has not paid for the unpaid balance in full, ATBS will place a red banner on the Client’s website that states the site has been temporarily disabled, among other language. This red banner will stay up for thirty (30) days or until the unpaid balance is paid in full, whichever is sooner. If after thirty (30) days the unpaid balance has not been paid in full by the Client, ATBS has the right to forward the Client’s website domain to another website of ATBS’ choosing.
21. Copyright Images. Client acknowledges that images found through popular search engines may be subject to copyright. Client agrees to acquire appropriate copyright permissions for any images provided to ATBS. ATBS is not responsible for any images used with Technology, whether provided directly or indirectly. ATBS does provide a royaltybased image service for an additional fee.
22. Disclaimer. Client acknowledges and agrees that ATBS disclaims any liability for indirect, incidental or consequential damages. In no event shall ATBS be liable for any damages including but not limited to damages for loss of business profits, business interruption, loss of business information or other pecuniary loss arising out of the use or inability to use the Technology. ATBS has no obligation to provide security, including for any Personal Data, other than as expressly stated in the Agreement.
23. Liability on Damages. ATBS and any of its Representatives shall not be responsible for any loss or damages that are directly or indirectly in connection with the Services or the Agreement. Further, ATBS shall not be liable, including but not limited to, for the following: any direct or indirect, special, incidental, exemplary, or consequential loss or damages of any kind; any loss of profit or income; any loss of business or business opportunity; any lost or corruption of data; any anticipated savings or revenue; any punitive damages; any loss of goodwill or reputation; orany loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. The parties agree that the limitations on damages set out in the Agreement are agreed allocations of risk constituting in part the consideration for ATBS’ provision of the Services, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy. Nothing in this Agreement limits or excludes either party’s liability for (i) death or personal injury caused by its negligence; (ii) any fraud or fraudulent misrepresentation; and (iii) any loss or damages where such limitation or exclusion is expressly prohibited by applicable law. 
24. Force Majeure. Neither of us will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, act of God, or other events of a magnitude or type for which precautions are not generally taken in the industry.
25. Indemnification. Client hereby indemnifies and saves harmless ATBS and its partners, managers, agents, servants, and employees from each and every loss, claim, demand, obligation, liability, cost, expense (including reasonable attorneys’ fees), indebtedness and cause of action of any kind, type, nature or description whatsoever, whether known or unknown, as if expressly set forth and described herein (“Losses”), which either party may incur, suffer, become liable for, or which may be asserted or claimed against the other, as a result of the misappropriation, re-sale or misuse of the Technology or Source Code by Client, or as a result of any copyright infringement (or allegation of copyright infringement) by or against Client with respect to the content of the web site Client or any materials provided to ATBS by Client for inclusion in the website Client. Notwithstanding the foregoing, Client shall not be liable, and shall be indemnified and held harmless by ATBS, for any Losses associated with any third party claim related to the ownership or rights to the intellectual property comprising the Technology and/or the Source Code. Client shall be deemed to be subject to these terms and conditions by the supply of information or material for the development of pages or a request to develop pages. Client is also responsible for obtaining, and providing all necessary information which are accurate, complete and current.
26. Refunds. Client acknowledges and agrees that ATBS does not offer refunds for any reason. Client acknowledges that ATBS does not set predetermined deadlines or timeframes for completion. The length of time required for development and customization is dependent upon the requested amount and type of changes from the Client and ATBS cannot predetermine the amount or type of changes. ATBS will not offer a refund for development of modifications that exceed an originally quoted time allotment. Further, Client acknowledges it is the sole responsiblity to ensure all services and billing payments are accurate. In the event an error is discovered, ATBS and Client agree to review no more than the previous 6 (six) month’s billing cycles to find and correct any error. ATBS, at the sole discretion of ATBS, may offer account credits for up to 6 (six) months of overage. Further, Client agrees to pay no more than 6 (six) months of unpaid errors.
27. Termination for Cause. In the event Client becomes abusive or threatening towards ATBS employees in any correspondence including but not limited to email, support desk tickets, development portals, phone calls, voicemails, mail or any other correspondence , ATBS reserves the right to terminate services with Client without refund. ATBS agrees to provide Client with thirty (30) days of notice before deactivating and canceling all services with Client.
28. Termination Without Cause. ATBS reserves the right to terminate services with or without cause. Notwithstanding anything to the contrary in the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event.
29. Refusal of Service. ATBS reserves the right to refuse services to any customer with or without cause.
30. Cancellation. Client agrees this contract may not be cancelled after the initial seven day period. Failure to make payments outlined in the Payment Terms will result in late fees. ATBS reserves the right to assign any outstanding balance to a debt collection agency. In the event Client wishes to cancel any monthly services, including but not limited to hosting, GEOIP, mobile websites and applications, and images services Client will provide ATBS with thirty (30) days written notice by submitting a support ticket to the ATBS help desk. Cancellations through email, voicemail, sms text, etc. will not be accepted.
31. Collection. Client acknowledges that ATBS reserves the right to assign any unpaid balance to a debt collection agency.
32. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. If litigation is to take place then it will in the State of Connecticut.
33. Amendments. This Agreement may be amended only by a written document signed by both of the parties hereto, and no claimed amendment modification, termination or waiver shall be binding unless in writing and signed by the party against whom such claimed amendment, modification, termination, or waiver is sought to be enforced.
34. Litigation Costs. If any legal action or any other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and all other costs incurred in that action or proceeding in addition to any other relief to which it or they may be entitled. In the event of any appeal from any decision, the party prevailing in such appeal shall likewise be entitled to recover all costs, including attorneys’ fees. 31. Non-Disclosure. Any and all knowledge, secrets, and trade tips learned and or used by Client is completely restrictive for the advancement of Client however Client acknowledges that similar knowledge and trade secrets may be used by competing companies. ATBS agrees not to share any confidential information learned from Client with any other company or individual. Client agrees all services, pricing, secrets, advice quality of services provided by ATBS as considered confidential and will not share or publish any such information. Client agrees to allow ATBS to reference Client as a customer of ATBS however ATBS will not disclose any aforementioned confidential information. In the event Client no longer authorizes ATBS to reference Client as a customer, Client will provide ATBS with written notice.
35. Non-Compete. During the term of which Client uses the Technology or any services of ATBS, and for a period of five (5) years thereafter, Client agrees that he will not, directly or indirectly, own, operate, manage, consult with, develop for, control, participate in the management or control of, be employed by, maintain or continue any interest whatsoever in any enterprise which manufactures, processes, sells, distributes, or markets a similar or competing product of any nature, anywhere in the world, without the prior written consent of the Owner of the Company. During the term of which Client uses the Technology or any services of ATBS, and for a period of five (5) years thereafter, Client agrees that he will not solicit or contact any of the customers, clients, or brokers with whom Client has had contact during the term of use of services with ATBS.
36. Assignment. Neither party may assign the Agreement in whole or in part without the prior written consent of the other party except that ATBS may assign the Agreement in whole or in part to an Affiliate with sufficient financial standing in order to meet its obligations under the Agreement or as part of a bona fide merger, corporate reorganization or a sale of all or substantially all of the assets of ATBS, and we may transfer your Confidential Information as part of any such transaction. ATBS may use Affiliates and third party service providers to perform all or any part of the Services.
37. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPLICIT REPRESENTATIONS, WARRANTIES, AND CONDITIONS PROVIDED IN HEREIN, ATBS AND ANY OF ITS AFFILIATES WITH RESPECT TO THE SERVICES, SUCH SERVICES ARE PROVIDED “AS IS”, AND NEITHER ATBS NOR ANY INDEPENDENT THIRD-PARTY, NOR ANY RESELLERS, CO-MARKETERS, OR ANY SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, EMPLOYEES, OR MANAGEMENT OF ANY OF THE FOREGOING MAKE ANY REPRESENTATIONS OR GIVE ANY WARRANTIES, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, OR OTHERWISE, AND ATBS, ALL INDEPENDENT THIRD-PARTIES, ALL RESELLERS OR CO-MARKETERS, AND ANY SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, EMPLOYEES, OR MANAGEMENT OF ANY OF THE FOREGOING SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE EXPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS CONTAINED IN THIS AGREEMENT, THE ENTIRE RISK OF THE USE OF ANY SERVICES PROVIDED HEREIN WILL BE BORNE SOLELY BY YOU.

Last updated Sept 27th 2022