PricerQX & ProcessorQX Terms of Service
Updated as of August 18th, 2026
- Acceptance of These Terms
- Privacy Policy
- Privacy and Business Information
- Our Services
- Proprietary Rights And Licenses
- Data Processing And Usage
- Confidentiality
- Rules And Prohibitions
- Fees And Payment
- Term And Termination
- Terms And Conditions Specific To Your Tickets
- Arbitration And Class Action Waiver
- Disclaimers
- Limitation Of Liability
- Indemnification And Release
- Changes To Terms And/Or The Services
- General
Thank you for your interest in PricerQX and ProcessorQX (henceforth collectively known as
“PRQX Platform”) operated by Event Data Tool Holdings Inc. d.b.a. PricerQX (henceforth “we,”
“us,” “our,” or “PRQX”), a Delaware corporation with a place of business in Las Vegas, Nevada
89134, that provides live event ticket holders and owners with the PRQX Platform to
streamline a ticket professional’s operations.
These Terms of Service (henceforth, this “Terms”) form part of the Agreement and incorporate
by reference the Data Policy available at https://www.pricerqx.com/legal/data-policy (the
“Data Policy”) and the Privacy Policy available at https://www.pricerqx.com/legal/privacy-
policy (the “Privacy Policy”), together with any associated contractual document between the
parties, applicable to software, applications, and services provided by us and/or any of our
subsidiaries, affiliates, and divisions, as each may change from time to time (collectively, the
“Agreement”). As used herein, “Client” (and “you”) refers to the individual or entity subject to
the Agreement. In the event of any conflict or inconsistency between these Terms and either
the Data Policy or the Privacy Policy with respect to the Processing of Personal Data, the Data
Policy or the Privacy Policy (as applicable) controls; in the event of any conflict or inconsistency
between the Data Policy and the Privacy Policy, the Data Policy controls; in all other respects,
these Terms control.
BY ACCESSING, SIGNING INTO, OR OTHERWISE USING THE PRQX PLATFORM, YOU AGREE TO
THE AGREEMENT, INCLUDING THESE TERMS. PLEASE READ THEM CAREFULLY. THE
AGREEMENT INCLUDES A MUTUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER,
AND LIMITATIONS ON LIABILITY.
IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE OR CONTINUE TO USE THE PRQX
PLATFORM, REGISTER A MEMBER ACCOUNT, OR OTHERWISE PROVIDE US WITH YOUR
INFORMATION.
Definitions
- “Services” means the PRQX Platform and any related services PRQX provides under the
Agreement, including the automated pricing and inventory management services described
below. References in these Terms to “our services,” “PRQX Services,” and “the Services” mean
the Services. - “Data Privacy Laws,” “U.S. Privacy Laws,” “Personal Data,” “Data Subject,” “Personal Data
Breach,” “Process,” “Processing,” “Subprocessor,” “EU SCCs,” and “UK SCCs” have the
meanings given to them in the Data Policy. Capitalized terms used in the Privacy Policy but not
defined in it have the meanings given to them in these Terms or the Data Policy, as applicable. - “Organization Account” means the account established for an organization to access the Services. “Member Account” means an individual user account created under an Organization Account. “Member Admin Account” means a Member Account with administrative rights over the Organization Account, including the right to invite, remove, and manage Member Accounts and to receive billing communications.
- “Effective Date” means the earlier of the date you or your organization first accepts these Terms and the date you or your organization first uses the Services.
1. ACCEPTANCE OF THESE TERMS
BY USING PRQX SERVICES AND/OR REGISTERING FOR A MEMBER ACCOUNT AND/OR CLICKING A BUTTON AND/OR BY ACCESSING OR USING THIS SITE, OUR MOBILE APPLICATION, OR ANY OTHER SERVICE WE PROVIDE ON ANY COMPUTER, MOBILE PHONE, TABLET OR OTHER DEVICE (COLLECTIVELY, “DEVICE”), YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ANY OTHER APPLICABLE LAW OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU HAVE EXPLICITLY AGREED TO THE TERMS, INCLUDING ALL CONDITIONS, PROHIBITIONS, AND OBLIGATIONS THEREIN. IF YOU ARE NOT AN INDIVIDUAL, YOUR ACCEPTANCE OF THESE TERMS CONSTITUTES A REPRESENTATION THAT YOU ARE AN AGENT OF THE ORGANIZATION ACCEPTING THE TERMS AND HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS.
WE MAY CHANGE THESE TERMS OF SERVICE FROM TIME TO TIME. WHEN CHANGES ARE MADE, WE WILL POST THEM HERE, AND, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ANY CHANGE THAT MATERIALLY AND ADVERSELY AFFECTS YOUR RIGHTS OR OBLIGATIONS WILL TAKE EFFECT THIRTY (30) DAYS AFTER POSTING, AND ALL OTHER CHANGES WILL TAKE EFFECT ON POSTING. YOUR CONTINUED USE OF THE SERVICES AFTER THE APPLICABLE EFFECTIVE DATE WILL BE CONSIDERED YOUR ACCEPTANCE OF THE REVISED TERMS OF SERVICE.
2. PRIVACY POLICY
Please review our Privacy Policy at https://www.pricerqx.com/legal/privacy-policy (which may be updated periodically in accordance with the Changes to Terms and/or the Services section and incorporated herein by reference) describing how we collect certain digital information from and about you and your organization and retain certain digital information from and about you and your organization to enable our services to
automate, streamline your operations, and manage various tasks, on yours and your organization’s behalf, related to you and/or your organization, and to continually improve our Services.
3. ACCOUNT REGISTRATION AND ACCOUNT ELIGIBILITY
Individual Member Account Access
To request access to an organization account, you must meet the following criteria:
- Be at least 18 years of age
- Be an authorized representative or employee of the organization
- Be invited via a secure email invitation from PRQX to join the organization’s account
You agree to provide accurate, current, and complete information during the registration process and to update this information as necessary when using our services. By accepting an invitation from PRQX and completing the account setup (by creating a password or accessing services in any capacity), you represent and warrant that:
- You are 18 years of age or older
- You are authorized to act on behalf of the organization
- You are not affiliated with any competitor of PRQX
You can request your member account from your organization’s PRQX administrator.
Organization Creation
An organization account must exist to invite your members to, and you must meet the following criteria to request organization accounts:
- Your organization must be a legal and registered business entity
- You must be an authorized representative or employee of the organization you are, 18 years of age or older
- Non-competing with PRQX
- Be in good standing with PRQX
- You must not represent any competitor of PRQX
You can request organization access from our website, or contact PRQX directly via support@pricerqx.com.
Account Security and Accuracy
You and your organization are responsible for providing accurate, current, and complete information during registration and for keeping that information up to date. You are solely responsible for safeguarding your account credentials and for all activity occurring under your Member Account or Member Admin Account, and only you may access your own account. You must notify your organization’s Member Admin Account holder and PRQX immediately upon becoming aware of any unauthorized access to or use of an account.
Subject to the Limitation of Liability section, PRQX is not liable for any losses resulting from unauthorized use of an account. You and your organization may be liable for losses suffered by PRQX or others resulting from unauthorized use of your accounts. Accounts are non-transferable except with PRQX’s written permission.
4. OUR SERVICES
Our services assist organizations operating in the live entertainment ticket industry to price ticket inventory, process ticket purchases, distribute ticket inventory, process and fulfill orders, and manage general ticket inventory related to one or both of the following:
- “Ticket”: A physical or “virtual” ticket granting entry to a venue, whether provided in PDF, PNG, JPG, paper, barcode, or other accepted format; and
- “Associated Data”: the metadata corresponding to and defining that Ticket; including but not limited to event description, event date, event time, ticket section, row and seat number, sale price, purchaser-related personal information, and originating account-related information.
Services we offer currently include the following:
- Automated Pricing: PRQX provides services that monitor the active market to suggest inventory selling prices and dynamically continuously update inventory selling prices.
- Inventory Management: PRQX provides services that allow its members to view all ticket inventory their organization owns on their existing point-of-sale, or multiple point-of-sales, to perform operations to manage the associated data with that ticket inventory.
5. PROPRIETARY RIGHTS AND LICENSES
License to Services
- Subject to your, and your organization’s, compliance with these Terms, PRQX grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to use the Services solely to manage ticket industry processes.
- You and your organization will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services, except as expressly permitted in these Terms.
- No licenses or rights are granted to you, or your organization, by implication or otherwise under any intellectual property rights owned or controlled by PRQX or its licensors, except for the licenses and rights expressly granted in these Terms.
License to Organization Data
- You, and your organization, grant to PRQX and its affiliates, and service providers acting on their behalf, a worldwide, non-exclusive, limited-term license to access, use, copy, distribute, perform, and display the data provided to us through the Services in connection with your organization’s tickets or associated data (collectively, “Organization Data”)
- as reasonably necessary to provide the Services; or
- to prevent or address service or technical problems or at the request of you or your company (as applicable) in connection with customer support matters; or
- to comply with our legal obligations as described in our Privacy Policy
Please review our Data Policy at https://www.pricerqx.com/legal-data-policy (which may be updated periodically at our discretion and incorporated herein by reference).
Business Relationship
You, and your organization, grant to PRQX and its affiliates a nonexclusive, worldwide, royalty-free license to use any of your organization’s trademarks, brand names, and/or logos for the limited purpose of disclosing that PRQX provides services to your organization; provided, that PRQX will use such trademarks, brand names, and logos in accordance with any trademark usage guidelines your organization provides to us in writing.
De-identified and Aggregated Data
You, and your organization, acknowledge and agree that PRQX and its affiliates will have the perpetual right to de-identify organization data, to aggregate organization data with other data, and to store, use, disclose, and analyze such de-identified and aggregated data; provided that such data is de-identified in accordance with applicable Data Privacy Laws and does not identify, and cannot by reasonable means be attributed back to, you, your organization, or any other individual, and provided further that PRQX will not attempt to re-identify any such data without your organization’s written consent. Without limiting the foregoing, such de-identified and aggregated data may include event name, date, time, venue, seat location, ticket price, date of sale, and the channel where sales occurred. PRQX retains all intellectual property rights in de-identified and aggregated
data created in accordance with Section 4(a) of the Data Policy, and such rights survive termination of these terms; provided, that PRQX’s use of such data remains subject to the purpose limitations of the Data Policy, that nothing in this paragraph entitles PRQX to retain or use any Personal Data after termination, and that nothing in this paragraph constitutes or implies any claim of ownership by PRQX in the Personal Data from which such data was derived.
Ideas, Feedback and Suggestions
If you, or your organization, send us any ideas, feedback, or suggestions regarding our services, you hereby irrevocably assign to PRQX and our affiliates all right, title, and interest in and to any such feedback or suggestions, including all intellectual property rights therein, without any obligation or compensation to you, your organization, or any other party. To the extent any such assignment is invalid or unenforceable in any
jurisdiction, you and your organization instead grant to PRQX and our affiliates an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use or share any such feedback or suggestions for any purpose. You, and your organization, agree to execute any documents and take any further actions we reasonably request to perfect or confirm the foregoing assignment.
6. DATA PROCESSING AND USAGE
PRQX’s Processing of Personal Data in connection with the Services is governed by the Data Policy, which is incorporated into these Terms by reference and available at https://www.pricerqx.com/legal/data-policy. The Data Policy sets out the definitions that apply to data processing (including “Data Privacy Laws,” “Personal Data,” “Process,” “Data Subject,” and “Subprocessor”), the purposes for which PRQX may Process Personal Data, PRQX’s use of Subprocessors, the roles of the parties, information security, data transfers,
return or destruction of Personal Data, and audit rights. Where the Data Policy and these Terms address the same subject with respect to the Processing of Personal Data, the Data Policy controls.
7. CONFIDENTIALITY
Neither party shall, whether directly or indirectly, disclose any Confidential Information (as defined below) of the other party to any third party, nor shall either party use, or permit any third party to use, such Confidential Information, except as follows:
(A) disclosures required pursuant to an order or directive of a court of competent jurisdiction, administrative agency or other governmental or regulatory authority, or disclosures made on a confidential basis to the receiving party’s shareholders, directors, officers, employees or professional advisors who have a legitimate need to know such information for purposes of fulfilling the receiving party’s obligations under these Terms
(collectively, the “Permitted Recipients”); and
(B) the use of Confidential Information by Permitted Recipients in connection with the performance of these Terms, provided that the receiving party (i) informs all Permitted Recipients of the confidential nature of the information and the obligations set forth herein, (ii) implements reasonable measures, at least as protective as those it employs to safeguard its own Confidential Information, to prevent unauthorized disclosure by any
Permitted Recipient, and (iii) remains fully responsible and liable for any disclosure or use of Confidential Information by a Permitted Recipient that is not expressly permitted under these Terms.
In the event a party becomes legally compelled to disclose any Confidential Information of the other party pursuant to a court order, regulatory requirement, or similar legal obligation, such party shall provide prompt written notice to the other party of the requirement and, upon request, shall use commercially reasonable efforts to assist the other party in seeking a protective order or other appropriate remedy to prevent or limit
further disclosure of such Confidential Information.
“Confidential Information” means all non-public information and materials disclosed by or on behalf of a party (in such capacity, the “Discloser”) to the other party (in such capacity, the “Receiver”) in connection with the performance of these Terms, which (A) are marked or otherwise identified as “confidential,” “proprietary” or with a similar designation, or (B) by their nature or context would be reasonably understood by a person exercising ordinary prudence to be proprietary or confidential to the Discloser.
Confidential Information includes, without limitation, a party’s trade secrets; technologies; developments; inventions; improvements; management, operational and marketing information; economic studies and methodologies; financial information; sales information; market share data; business plans and initiatives; strategies; policies and procedures; personnel, customer, and third-party records; customer lists; list prices,
inventory positions, sales channel mix, fee schedules, marketplace fee terms and other program metrics; sales data; innovations; internal practices and procedures; and the terms of the Agreement and of all transactions or documents executed pursuant to these Terms. These Terms, as publicly posted by PRQX, are not Confidential Information.
Confidential Information shall not include any information that: (1) is or becomes publicly known or available without breach of these Terms by the Receiver; (2) was lawfully in the Receiver’s possession prior to disclosure by the Discloser; (3) is independently developed by the Receiver without reference to or use of the Discloser’s Confidential Information; or (4) is agreed in writing by both parties not to be confidential. Nothing in this section limits PRQX’s exercise of its rights to collect, retain and use information as described in the Privacy Policy section of these Terms, its rights under the De-identified and Aggregated Data provisions, or its rights under the Ideas, Feedback and Suggestions provisions of these Terms, and PRQX’s exercise of those rights in accordance with those provisions shall not constitute a breach of this section.
The parties acknowledge and agree that this section constitutes a material and essential provision of these Terms and that PRQX would not have entered into these Terms absent its inclusion. The parties further agree that this section is reasonable and appropriate in all respects. The parties expressly recognize that any breach or attempted breach of this section will cause the Discloser irreparable harm for which monetary damages would be inadequate.
Accordingly, in the event of any actual or threatened violation of this section, the Discloser shall be entitled, in addition to any other rights or remedies available at law or in equity, to seek and obtain a temporary restraining order, preliminary and permanent injunctive relief, specific performance and any other form of equitable relief, in each case without the necessity of demonstrating irreparable harm or damages and without the requirement
of posting any bond or other security. All rights and remedies of the Discloser under these Terms are cumulative and shall be in addition to, and not in limitation of, any other rights or remedies to which the Discloser may be entitled, whether under these Terms, at law, in equity, or pursuant to any other agreement between the parties.
The obligations set forth in this section shall remain in effect throughout your organization’s use of our services and for three (3) years after termination. Notwithstanding the foregoing, trade secrets shall continue to be protected under this section for so long as they remain eligible for trade secret protection.
8. RULES AND PROHIBITIONS
As a member of our services, you and your organization may not:
- Use another person’s member admin account, member account, or any other PRQX account, or misrepresent your, or your organization’s, identity;
- Misrepresent any ticket, associated data, or characteristics for any tickets you make available through our services;
- Use our Services to make available to third-parties any tickets or associated data that are invalid or were obtained in violation of law;
- Use any automated system, including but not limited to robots, spiders, offline readers, or scrapers to access our services for any purpose without PRQX’s prior written approval;
- In any manual or automated manner, copy copyrighted text, or otherwise misuse or misappropriate information of content on our Services including, but not limited to, for use on a mirrored, competitive, or third-party site or services;
- Take any action that:
- may unreasonably encumber our Services’ infrastructure; or
- interferes or attempts to interfere with the proper working of our Services or any third-party participation; or
- bypasses measures that are used to prevent or restrict access to our services; or
- circumvents, disables, or otherwise interferes with security features of our services; or
- distributes viruses or any other technologies that may harm PRQX or others; or
- use our services in a way that violates any copyrights, trade secrets, or other rights of any third-party, including privacy or publicity rights; or
- circumvents any fees payable to PRQX;
- Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful materials to or through our services, including the offering of tickets to events that advocate, promote, or encourage illegal or inappropriate activity;
- Violate any terms governing your, or your organization’s, use of third-party marketplaces that sell tickets to buyers;
- Violate any terms applicable to you, or your organization, for any venue or event promoter;
- Fail to fulfill your, or your organization’s, contractual obligations regarding the sale of any ticket;
- Engage in fraudulent conduct, including the sale of tickets that were illegally obtained in any manner;
- Violate any applicable law in your, or your organization’s, use of our services; and
- Attempt to indirectly undertake any of the foregoing.
9. FEES AND PAYMENT
Fees
We charge “Fees” to organizations on a monthly basis, based on the specific services used, usage of services, and the frequency of use. Fees are specific to each organization. To discuss or negotiate fees with PRQX, you can contact PRQX Support for rate information at support@pricerqx.com.
Monthly Invoices
We issue a monthly invoice to organizations for all services provided to an organization. By using our services and creating accounts, you and your organization agree to pay the then-current fees associated with those services. Your organization, and all accounts associated with your organization, will remain active, and we will continue to issue monthly invoices for activity on your organization’s account, until your organization cancels our services or we terminate your use of our services. If your organization member admin granted you access to billing data, you can find your organization’s monthly billing information by logging into your member account and accessing the billing page.
Payment
Payment for each monthly invoice is due by ACH or credit card for an additional convenience fee, within 10 days of the invoice date. Your organization must provide us with valid ACH account information, or a valid credit card, to facilitate monthly invoice payments; and your organization hereby authorizes us to securely store any payment method details you, your organization, or other organization member provides to us, and to initiate automatic monthly invoice payment from that payment method, including a convenience fee when a credit card is used. We may, from time to time, partner with certain third-party payment services (e.g., PayPal, Afterpay) (“Payment Service”) to make the payment process more efficient and streamlined. If you choose to use a Payment Service on this Site, you authorize us to receive and store the payment information associated with your use of such Payment Service and to use such payment information in connection with your purchase of Services and the applicable Membership fee.
Revised Fees
We may revise our service fees at any time with at least 30 days’ notice at our discretion. If our service prices increase, we will notify your organization. By continuing to use our services, you and your organization agree to the revised fees. If your organization does not agree to the revised fees, your organization can choose to cancel or terminate the use of our services.
Free Trial
If we make all or part of our services available to you as part of a free trial, you will be given access to those services for a specific duration of time. A payment method is required for any free trial we offer. During your free trial period, you will have access to all PricerQX’s pricing features. When your free trial expires, your payment method on file will be used to automatically charge you for all usage after your free trial expiration date unless you cancel before your free trial expiration date. Your usage and billing cycle will begin on your free trial expiration date.
If you cancel before your free trial expiration date, you will have access up to your free trial expiration date, your payment method will not be charged, and your account will be closed.
To terminate or cancel your free trial, email us at cancel@pricerqx.com from the email associated with your organization’s member admin account.
Cancel or Terminate Services
To terminate or cancel the use of our services, email us at support@pricerqx.com from the email associated with your organization’s Member Admin Account, or to cancel@pricerqx.com, at least five (5) days before the requested termination date. Your organization must terminate or cancel our services before renewal to avoid being billed for the subsequent billing cycle. If your organization terminates or cancels our services,
your organization will be able to use our services for the remainder of any pre-paid term; provided that your organization has no unpaid invoices.
Payment Authorization
You and your organization authorize PRQX and our service providers to charge all fees owed by your organization to the payment method designated. We reserve the right to place an initial temporary pre-authorization hold on each new payment method added to your organization’s account details. We also reserve the right to request additional information from your organization if we have reason to believe, in our sole discretion, that a payment method may be fraudulent. We also reserve the right to charge a convenience fee for payments made by credit card.
Unpaid Invoices and Delinquent Payments
You and your organization are responsible for paying all amounts due to PRQX according to payment terms (see Payment section). If your organization fails to pay amounts due to us in accordance with payment terms (see Payment section), then we will have the right to take any or all of the following actions:
- suspend or terminate your organization’s, and all its members’, access to all our services; and/or
- charge a late fee equal to 10% of the balance due or the maximum late fee permitted by law, whichever is lower; and/or
- include and collect any bank fees associated with any failed payments; and/or
- deduct all amounts due to us from any and all monies otherwise payable by your organization to us under this or any other agreement between your organization and us; and/or
- refer your organization’s information to a collection agency/debt collector.
If you or your organization have questions regarding an outstanding balance, please contact us at billing@pricerqx.com.
Payment Method Expirations
If your payment method expires or is replaced by your organization’s issuing bank, the payment network may provide us with updated details associated with the same account. We may use these new details in order to help prevent any interruption to the Services. If your organization would like to use a different payment method or remove a saved payment method, please visit your organization settings to update your payment method information.
Future Functionality
You and your organization agree that any purchases hereunder are neither contingent on the delivery of any future functionality, capability, or features nor dependent on any oral or written public comments made by PRQX regarding future functionality, capabilities, or features.
9. TERM AND TERMINATION
These terms shall govern your and your organization’s use of our services unless terminated in accordance with this section.
You may terminate your member account by emailing your organization’s admin member. Termination of your member account will terminate all access to the associated organization. After termination, your organization, or PRQX, has no obligation to return or maintain any data related to the terminated member account.
Your organization has the right to terminate services at any time by providing at least five (5) days’ advanced written notice to PRQX; provided that any fees paid or payable are non-refundable and non-cancelable. For your organization to terminate our services, email us at cancel@pricerqx.com from the email associated with your organization’s member admin account. Your organization will be able to use our services for the remainder of any pre-paid services, provided that your organization has no unpaid invoices. After termination, PRQX has no obligation to return or maintain your organization’s data.
11. TERMS AND CONDITIONS SPECIFIC TO YOUR TICKETS
By using our services to facilitate actions on your organization’s ticket inventory, you and your organization represent and warrant that:
- Each ticket is valid and can be used by the buyer for entry into the relevant event or venue in accordance with the associated data of the ticket; and
- Each ticket was obtained in compliance with all applicable federal and local laws and regulations (including, without limitation, laws restricting the use of robots or bots);
- Each ticket is not fraudulent or counterfeit; and
- You and your organization have provided us with complete, true, and accurate associated data and information regarding each ticket.
You and your organization further agree to comply with any and all applicable terms, conditions, rules, policies and/or restrictions established by any third-party marketplaces used to sell your tickets, and you understand and acknowledge that you are solely responsible to such third-party marketplaces for such compliance.
Subject to the Limitation of Liability section, PRQX is not liable for any losses due to the non-compliance of the terms stated in this section. Notwithstanding the foregoing, you and your organization may be liable for the losses to PRQX or others due to non-compliance with this section, and the use of our services could be terminated.
12. ARBITRATION AND CLASS ACTION WAIVER
THIS SECTION DEFINES YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You, your organization, and PRQX agree that these terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to 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; claims that arose before these Terms of Services or any prior agreement; and claims that may arise after the termination of these Terms of Services. The only disputes excluded from these Terms of Services are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms of Services, you and your organization agree to resolve any and all disputes with PRQX as follows:
Initial Dispute Resolution
Most disputes can be resolved without resorting to litigation. You can reach PRQX’s support department at legal@pricerqx.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the PRQX support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms of Service or previous versions of these Terms of Service (including the Terms’ or Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or use of the Services shall be finally settled by binding arbitration, as described below.
The parties shall resolve disputes subject to arbitration before the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect (the “Rules”), before a single arbitrator, excluding any rules or procedures governing or permitting class actions. To start an arbitration with AAA, your organization must do the following:
- Write and submit a Demand for Arbitration that includes a description of the claim and the amount of damages seeking to be recovered (a copy of a Demand for Arbitration at www.jamsadr.com / https://www.jamsadr.com/submit/); and
- Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1155 F Street, NW, Suite 1150, Washington, DC 20004; and
- Send one copy of the Demand for Arbitration to PRQX at PRQX, Attn: Legal, 10224 Glen Ora Ave, Las Vegas, NV 89134.
Each party is responsible for its share of the fees invoiced by the AAA in accordance with the Rules. The prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with the proceeding, in addition to any other relief to which it may be entitled.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, the Data Policy, or the Privacy Policy, including but not limited to any claim that all or any part of these Terms of Service, the Data Policy, or the Privacy Policy is void or voidable, whether a claim is subject
to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If a resident of the United States, arbitration will take place in the State of Delaware. For individuals residing outside the United States, arbitration shall be initiated in the State of Delaware, United States of America. The parties further agree to submit to the personal jurisdiction of any federal or state court located in the State of Delaware in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate,
or enter judgment on the award entered by the arbitrator.
Class Action Waiver
The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES 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 OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception
- Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Changes to This Section
PRQX will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the PRQX website, sending a message to your organization, or otherwise notifying your organization when logged into our services. Amendments will become effective thirty (30) days after they are posted on the website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
Survival
This Arbitration and Class Action Waiver section shall survive any termination of our services.
13. DISCLAIMERS
You and your organization understand that, in connection with your use of our services, issues may arise which are outside of PRQX’s control, and may impair or prevent the completion of one or more aspects of our services, including but not limited to: receipt of associated data by any integrated site or marketplace, insertion or reading of tickets and/or associated data into point-of-sale systems, inventory updating, inventory removal, and all other actions involved in the managing of associated data and tickets in any capacity.
You and your organization also acknowledge and agree that PRQX cannot control third-party platforms, systems, or ticket sellers and may be affected by factors outside of PRQX’s control, including updates and upgrades to third-party software that may block, interfere with, or impair our services. Accordingly, PRQX does not promise or guarantee that we will deliver any specific quantity or quality of tickets or associated data to your organization’s point-of-sale or other retail site and cannot be liable for any failure or inability to acquire tickets or associated data, or to deliver tickets or associated data to you or your organization’s point-of-sale or any other retail site, whether by reason of infection by a computer virus or bug, tampering, technical failure, delay in Internet transmission, human error, communication lines failure and any other causes.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PRQX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PRQX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PRQX FURTHER DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTIES, INCLUDING THIRD-PARTY SYSTEMS OR MARKETPLACES, VENUES, OR HOSTING PROVIDERS.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL PRQX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR YOUR OR YOUR ORGANIZATION’S USE OF THE SERVICES (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOUR ORGANIZATION TO US HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.
IN NO EVENT SHALL PRQX HAVE ANY LIABILITY TO YOU, YOUR ORGANIZATION, OR TO ANY THIRD-PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. INDEMNIFICATION AND RELEASE
To the fullest extent permitted by law, you and your organization release and covenant not to sue PRQX, its affiliates, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, suppliers, successors, and assigns from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes between you or your organization and a third-party (including third-party marketplaces, venues, and ticket purchasers). In entering into this release, you and your organization expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you or your organization may know or suspect to exist in your or your organization’s favor at the time of agreeing to this release.
You and your organization agree to indemnify and hold us and (if applicable) our parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors, suppliers, successors, and assigns (the “PRQX Indemnitees”) harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by us and (if applicable) any PRQX Indemnitee resulting from or arising out of your or your organization’s breach of these terms of service, your or your organization’s improper use of our services, and/or your or your organization’s violation of any law or the rights of a third-party.
16. CHANGES TO TERMS AND/OR THE SERVICES
We reserve the right to change these terms of service (including our Privacy Policy) from time to time by posting the amended terms on this website. We advise that it be read regularly. Except as explicitly provided herein, any changes automatically take effect 30 days after they are posted. If you or your organization object to any such changes, the sole recourse will be to discontinue use of our services and terminate all member admin and member accounts; and any continued use of our services following the effective date of any such changes will indicate that agreement to those changes.
PRQX also reserves the right to modify or discontinue, temporarily or permanently, our services or any part of our services with or without notice for any reason.
17. GENERAL
Governing Law and Venue
These terms of service, and any dispute or claim arising out of or relating to them, the Agreement, or our services, are governed by the laws of the United States and the State of Delaware (as applicable), without regard to conflict of laws principles; provided, that to the extent the Data Policy, the EU SCCs, the UK SCCs, or applicable Data Privacy Laws require a different governing law or forum for a dispute concerning the Processing of Personal Data, those requirements control with respect to that dispute. Subject to the Arbitration and Class Action Waiver section, you, your organization, and PRQX agree that the state and federal courts located in the State of Delaware have exclusive jurisdiction and venue over any dispute not subject to arbitration, and each party consents to personal jurisdiction in those courts and waives any objection based on inconvenient forum.
Force Majeure
PRQX shall not be liable to the other for any delay or failure in performance under the terms of service arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
No Third-Party Beneficiaries
You and your organization agree that, except as otherwise expressly provided in these terms of service, there shall be no third-party beneficiaries to these terms.
Entire Agreement
These terms of service, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by PRQX on our Services, shall constitute the entire agreement between you, your organization and PRQX concerning our services. Except as explicitly stated herein, if any provision of the terms of service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the terms of service, which shall remain in full force and effect.
Assignment
We may assign or transfer our rights and obligations under these terms of service at any time, provided that we assign the terms of service on the same terms or terms that are no less advantageous to you and your organization. You and your organization may not assign or transfer these terms of service, or any of its rights or obligations, without our prior written consent, which we can refuse in our sole discretion.
No Agency
No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these terms of service or your or your organization’s use of our services.
Waiver
No waiver of any provision of these terms of service shall be deemed a further or continuing waiver of such term or any other term, and PRQX’s failure to assert any right or provision under these terms of service shall not constitute a waiver of such right or provision.
Statute of Limitations
You and your organization agree that regardless of any statute or law to the contrary, any claim arising out of or related to our services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.
Notices
We shall send notices to you and your organization by email to the email address associated with any member account type. Notice to you and your organization shall be deemed given 24 hours after the email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the postal address associated with your organization. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.
Section Headings
The section headings in these terms of service are for convenience only and have no legal or contractual effect.
Contact Information
If you have any questions about these terms of service or our services, please contact us by email at legal@pricerqx.com.
