User Agreement
 
- To use your account you must be agree with the User Agreement

Master Subscription Agreement
TicketM2.COM TERMS OF USE:
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF TICKETM2.COM'S ONLINE SERVICE MADE AVAILABLE TO YOU VIA HTTP://TICKETM2.COM OR ANOTHER DESIGNATED URL (INCLUDING A BROWSER INTERFACE, DATA ENCRYPTION, TRANSMISSION, ACCESS AND STORAGE) AND THE OFFLINE PRODUCTS AND COMPONENTS PROVIDED TO YOU BY TICKETM2.COM UNDER THIS AGREEMENT (COLLECTIVELY, THE "SERVICES"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ALSO REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL ALSO REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. THIS SITE MAY NOT BE USED BY ANYONE UNDER THE AGE OF EIGHTEEN (18).

Welcome
Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the TicketM2.com website incorporated by reference herein, including but not limited to TicketM2.com's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure
TicketM2.com's privacy and security policies may be viewed at http://www.TicketM2.com TicketM2.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from TicketM2.com from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Service is a hosted, online application, TicketM2.com occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that TicketM2.com can disclose the fact that you are a paying customer and the edition of the Service that you are using.

2. License Grant & Restrictions
TicketM2.com hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by TicketM2.com and its licensors.
YOU MAY NOT ACCESS THE SERVICE IF YOU ARE A COMPETITOR OF TICKETM2.COM, EXCEPT WITH TICKETM2.COM'S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICE FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or attempt to derive the composition or underlying information, structure or ideas of the Service or the Technology, or access the Service or the Technology in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. Each User’s use of the Service constitutes such Users agreement to the terms and conditions of this Agreement.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, transmit, post, share, upload or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send, transmit, post, share, upload or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Certain editions of the Service offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited.

3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Your User passwords must be kept strictly confidential, and should not be disclosed to third parties. If someone else knows your User passwords, you may lose substantial control over your personally identifiable information and other Customer Data (defined below) and you may be liable for legally binding actions taken in your name by the person using your User passwords. You shall: (i) notify TicketM2.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to TicketM2.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another TicketM2.com user or provide false identity information to gain access to or use the Service.

4. Account Information and Data
Subject to Section 5 below, TicketM2.com does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not TicketM2.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and TicketM2.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data or electronic tickets. In the event this Agreement is terminated (other than by reason of your breach of this Agreement and/or the policies incorporated herein by reference), TicketM2.com will make available to you a file of the Customer Data within thirty (30) days of termination if you so request at the time of termination. You agree and acknowledge that TicketM2.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. TicketM2.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and TicketM2.com shall have no obligation to maintain or forward any Customer Data. TicketM2.com’s use of the Customer Data is also subject to TicketM2.com’s privacy policy.

5. Intellectual Property Ownership
TicketM2.com alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the TicketM2.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the TicketM2.com Technology or the Intellectual Property Rights owned by TicketM2.com. The TicketM2.com name, the TicketM2.com logo, and the other product names and logos associated with the Service are trademarks of TicketM2.com or third parties, and no right or license is granted to use them.

6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. TicketM2.com and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. TicketM2.com does not endorse any sites on the Internet that are linked through the Service. TicketM2.com provides these links to you only as a matter of convenience, and in no event shall TicketM2.com or its licensors be responsible for any content, products, or other materials on or available from such sites. TicketM2.com provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be determined by a number of variables including: number of Administrators required by subscriber, number of subscriber tickets managed by the system, number of subscriber users and any advanced features subscriber choose to activate. Subscriber will receive a detailed pricing quote before any service commitment is executed. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. Except where prohibited by applicable law, all payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide TicketM2.com with valid credit card or TicketM2.com approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. TicketM2.com reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

9. Billing and Renewal
TicketM2.com charges and collects in advance for use of the Service. TicketM2.com will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon by the parties in writing. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless TicketM2.com has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. TicketM2.com's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on TicketM2.com's income.
You agree to provide TicketM2.com with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, TicketM2.com reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless TicketM2.com in its discretion determines otherwise: will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.
If you believe your bill is incorrect, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit (if any).

10. Non-Payment and Suspension
In addition to any other rights granted to TicketM2.com herein, TicketM2.com reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection (including, without limitation, reasonable attorneys’ fees). You will continue to be charged for User licenses during any period of suspension. If you or TicketM2.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that TicketM2.com may at its option charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
TicketM2.com reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. The reconnection fee is set forth on the fee schedule located at Ticketm2.com under the tab. TicketM2.com has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

11. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the online subscription form, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at TicketM2.com's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least [five (5)] business days prior to the expiration of the then current License Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.

12. Termination for Cause
TicketM2.com, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. Without limiting the foregoing, any breach of your payment obligations or unauthorized use of the TicketM2.com Technology or Service will be deemed a material breach of this Agreement. In addition, except as may be provided in an applicable free trial promotional offer by TicketM2.com, TicketM2.com may terminate any free account at any time in its sole discretion.

13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. TicketM2.com represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online TicketM2.com [help documentation] under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Mutual Indemnification
You shall indemnify and hold TicketM2.com, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) (collectively, “Claims”) arising out of or in connection with: (i) a claim alleging that use of the Customer Data or any information or materials provided by your Users or employees, contractors or agents infringes the intellectual property, publicity, privacy or other rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a breach by you of your representations and warranties; (iii) a claim arising from any negligent act or omission by you or your Users, employees, contractors or agents; and/or (iv) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that TicketM2.com (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release TicketM2.com of all liability and such settlement does not affect TicketM2.com's business or Service or require TicketM2.com to make any payment or take any action); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
TicketM2.com shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all Claims arising out of or in connection with: (i) a claim alleging that the Service (excluding any Customer Data or any information or materials supplied by your Users) directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a material breach by TicketM2.com of its representations or warranties; or (iii) a claim arising from breach of this Agreement by TicketM2.com; provided that you (a) promptly give written notice of the claim to TicketM2.com; (b) give TicketM2.com sole control of the defense and settlement of the claim (provided that TicketM2.com may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to TicketM2.com all available information and assistance; and (d) have not compromised or settled such claim. TicketM2.com shall have no indemnification obligation for, and you shall indemnify, defend and hold TicketM2.com pursuant to this Agreement harmless from, any Claims arising from or relating to any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s), and/or any other Claims which are caused by you, your Users or any of your employees, contractors or agents and/or by any information or materials provided by you or any of them (including, without limitation the Customer Data).

15. Disclaimer of Warranties
EXCEPT AS SET FORTH IN SECTION 12 ABOVE, TICKETM2.COM AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TICKETM2.COM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY CONTENT OR STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL CODE OR COMPONENTS, OR (G) YOUR OR YOUR USER’S USE OF THE SERVICE WILL NOT RESULT IN DAMAGE TO COMPUTER SYSTEMS OR OTHER EQUIPMENT, OR ANY PERSONAL INJURY. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TICKETM2.COM AND ITS LICENSORS. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT TICKETM2.COM THAT THE SERVICE MAY BE UNAVAILABLE DURING PERIODS OF SCHEDULED MAINTENANCE AND/OR UPGRADES, AND FOR PERIODS OF UNSCHEDULED BUT NECESSARY MAINTENANCE AND/OR UPGRADES.

16. Internet Delays
TICKETM2.COM'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TICKETM2.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. OR WHICH ARE OTHERWISE NOT WITHIN THE REASONABLE CONTROL OF TICKETM2.COM.

17. Limitation of Liability
IN NO EVENT SHALL TICKETM2.COM'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TICKETM2.COM AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, OR ANY DAMAGE TO COMPUTER SYSTEMS OR OTHER PROPERTY OR ANY PERSONAL INJURY CAUSED BY THE SERVICE OR CONTENT, EVEN IF TICKETM2.COM OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TICKETM2.COM SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DELAY OR OTHER PROBLEMS CAUSED BY YOU OR YOUR USERS, EMPLOYEES, CONTRACTORS OR AGENTS OR ANY INFORMATION OR MATERIALS PROVIDED BY ANY OF THEM (INCLUDING YOUR FAILURE TO TIMELY PROVIDE NECESSARY INFORMATION OR MATERIALS).

18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control. You and each User acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you and each User represent and warrant that neither you nor any User are located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You and each User agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
TicketM2.com and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government

20. Notice
TicketM2.com may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in TicketM2.com's account information, or by written communication sent by first class mail or pre-paid post to your address on record in TicketM2.com's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to TicketM2.com (such notice shall be deemed given when received by TicketM2.com) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to TicketM2.com at the following addresses (whichever is appropriate): TicketM2.com, 1810 SW Radcliffe Road, Portland, OR 97219

21. Modification to Terms
TicketM2.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of TicketM2.com but may be assigned without your consent by TicketM2.com to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of TicketM2.com directly or indirectly owning or controlling 50% or more of your business or the business you represent (as applicable) shall entitle TicketM2.com to terminate this Agreement for cause immediately upon written notice.

23. General
This Agreement shall be governed by Oregon law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and except for an action for temporary or permanent injunctive or other mandatory relief, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in Portland, Oregon and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. You and TicketM2.com are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and TicketM2.com as a result of this agreement or use of the Service. The failure of TicketM2.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TicketM2.com in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and TicketM2.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials or policies available on the TicketM2.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by TicketM2.com from time to time in its sole discretion;
"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
"Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;
"License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);
"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
"Online Order Center" means TicketM2.com's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service;
"TicketM2.com" means collectively TicketM2.com, inc., an Oregon company, having its principal place of business at 1810 SW Radcliffe Road, Portland, OR 97219
"TicketM2.com Technology" means all of TicketM2.com's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by TicketM2.com in providing the Service;
"User(s)" means you and your employees, representatives, consultants, contractors or agents (as applicable) who are authorized to use the Service and have been supplied user identifications and passwords by you (or by TicketM2.com at your request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@TicketM2.com.