Description of Arts People
Arts People allows our clients (“Organizers” or “you”) to (i) collect payments from the sale of items including tickets, classes, retail items, gift certificates, reservations, program advertising and other items from your customers (“Patrons”) and (ii) manage purchase, donation and other Patron information. Payments are transacted through either (a) Authorize.net to your merchant account (a “Client Merchant Account” or “CMA”) or (b) the Arts People Merchant Account (the “APMA”). Clients agree to abide by PCI compliance standards in all transactions. Visit PCI Compliance for information on PCI operational guidelines.
Acceptance of Terms
The following terms govern your use of the Arts People website and software (together, the “Application”).
Modification. Arts People may make commercially reasonable changes to these terms from time to time. Your continued use of the Application following the posting of any changes to these terms constitutes your acceptance of those changes.
We may translate these terms into other languages for your convenience. In the event of any conflict between the English language version and a translated version, the English language version controls.
Your use of the Application
Arts People hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Application as provided in these terms solely for the purposes of (i) promoting, managing, tracking and collecting payments for events and (ii) storing, managing and tracking Patron purchase history and related data. You may not use the Application other than for these purposes.
You are responsible for all fees incurred by you and your users as provided in your Client Agreement. Arts People will either deduct fees from the amounts collected on your behalf through the APMA or invoice you for amounts due. Invoices are sent monthly for fees incurred in the previous month and are due 30 days from receipt. If not paid within 30 days, amounts due bear interest at 1½% per month (or the highest rate permitted by law, if less) from the date of the invoice.
There are two types of payment processing options you may elect when using the Application: (1) a Client Merchant Account (CMA), or (2) the Arts People Merchant Account (APMA). Regardless of which payment processing option you choose, you are responsible for all fees described in your Client Agreement and for reimbursing for Arts People for any refunds, chargebacks, fees, taxes, disputed charges or any other amounts (together, “Deductions”) suffered by Arts People as a result of your use of the Application.
When using a CMA, you and your Patrons complete transactions through the CMA subject to the terms of that CMA. You are responsible for providing refunds to Patrons at your discretion.
APMA; Payment Process. Under this option, Arts People will collect payments from Patrons on your behalf, deduct the amounts you owe Arts People from those collections, and then pass the remainder along to you (either by mailing a check or through an electronic funds transfer, depending on the option you have chosen). Amounts collected on your behalf of Arts People are only earned by you following conclusion of the event once and all refunds, disputed charges, fees, chargebacks and other deductions have been processed and all fees owed to Arts People have been paid. Any amounts paid to you before they are earned are advances and must be returned to Arts People upon request.
It is your responsibility to communicate your refund policy to Patrons. You shall ensure that your refund policy is consistent with these terms. All refunds will be charged to you along with any applicable fees. All communications or disputes regarding refunds are between you and your Patron. Arts People may force a refund of any charges that Arts People reasonably believes are fraudulent or if Arts People receives complaints from a substantial number (as determined by Arts People in its discretion) of Patrons with respect to the event. You are still responsible for ticketing and associated fees with respect to refunded purchases.
Chargebacks. You are responsible for communications or disputes regarding chargebacks. If a chargeback cannot be resolved without reversal of the purchase, the amount of chargeback along with applicable fees will be charged to you. You are still responsible for ticketing and associated fees with respect to chargebacks.
You are responsible for all taxes associated with your activities on the Application (other than taxes based on Arts People’s net income). If in a given calendar year Arts People processes transactions for your account (i) for more than $20,000 in gross sales and (ii) in more than 200 order transactions, Arts People is required to report those transactions to the Internal Revenue Service, along with your name, address and Tax Identification Number.
Arts People reserves the right to withhold the payment of any amounts owed to you if (i) you are delinquent on any amount owed to Arts People, (ii) Arts People suspects or determines that such amounts have been generated fraudulently, in violation of these terms, in violation of law, or if Arts People is required to withhold by law. Such withholding may be temporary or permanent (as determined by Arts People).
Your Registration Obligations
To be a registered user of the Application, you must provide and maintain true and complete information about yourself when requested by Arts People.
Account, Password and Security
Each authorized user in your organization must have his or her own user name and password. Usernames and passwords must be kept confidential. You are responsible for all activities that occur under your account and all actions by users registered under your account. You will use commercially reasonable efforts to prevent unauthorized use of the Application and to stop such unauthorized use. You agree to immediately notify Arts People of any unauthorized use of your account.
Arts People may use any content you post throughout the Application for the limited purpose of operating the Application. You represent that you have the right to grant such permission, and that your content (i) does not infringe the rights of any third party, and (ii) complies with the law. Arts People may remove any of your content from if Arts People reasonably believes that such content does not comply with these terms or may interfere with the operation of the Application. Arts People may use your name and logo at no charge (whether or not made available through the Application) for the purpose of identifying you as an existing or past client of Arts People. Arts People does not pre-screen your content. Arts People may preserve your content and may also disclose your content if in Arts People’s commercially reasonable judgment such disclosure is necessary to: (a) comply with law; (b) enforce these terms; (c) respond to claims that any of your content violates the rights of third parties; and/or (d) protect Arts People, its users and/or the public.
Arts People will not release any of your information (patron data, donation histories, etc.) to any other party, nor make any other use of this proprietary data.
You agree not to, and not to allow third parties or your end users, to use the Services:
To generate or facilitate unsolicited bulk commercial email;
to violate, or encourage the violation of, the legal rights of others;
for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
to interfere with the use of the Application, or the equipment used to provide the Application;
to alter, disable, interfere with or circumvent any aspect of the Application; or
to test or reverse-engineer the Application in order to find limitations, vulnerabilities or evade filtering capabilities.
You may only use Arts People to send email to recipients that gave you permission to send email to them as required by the CAN-SPAM Act. You shall honor opt-out requests from Patrons. Arts People may restrict your ability to send email or terminate your account if an unusual amount is marked as SPAM or if Arts People is contacted by an ISP indicating that your account is sending unsolicited email.
You agree to indemnify Arts People, and its affiliates, and each of its and their respective officers, directors, agents and employees for any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, Deduction, cost and expense (including, without limitation, reasonable attorneys and accounting fees) regarding: (i) your content; (ii) use of the Application by you or under your account or (iii) your breach of any representation or covenant in these terms. Arts People may control the defense of any matter subject to indemnification, and in such case, you agree to cooperate with Arts People’s reasonable requests in defending such matter. Arts People may offset against amounts due to you any fees, Deductions or indemnity obligations you owe Arts People.
Disclaimer of Warranties
The application is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, except as expressly provided for herein, neither party makes any other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and noninfringement. Arts People makes no representations about any content or information made accessible by or through the services.
Limitation of Liability
Neither party will be liable under this agreement for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.
Limitation on Amount of Liability. Neither party may be held liable under this agreement for more than the amount paid by you to Arts People during the twelve months prior to the event giving rise to liability.
Notices to you may be made via either email or regular mail to the address in Arts People’s records. The Application may also provide notices of changes to these terms or other matters by displaying notices or links to notices on the Application. Any notice from you to us shall be sent to Arts People, Inc., 2410 N. Lombard, Portland OR 97217, USA. Notices pursuant to the Digital Millennium Copyright Act of 1998 should be sent to [DMCA Agent]
Entire Agreement. These terms and the terms of the Client Agreement constitute the entire agreement between you and Arts People governing your use of the Application, superseding any prior or contemporaneous agreements between you and Arts People. In the event of a conflict, your Client Agreement supersedes these terms.
Choice of Law
These terms and your use of the Application is governed by the laws of the state of Oregon as applied to agreements entered into and performed entirely within Oregon by Oregon residents.
No Third Party Beneficiaries. Only the parties to this Agreement are intended to benefit from its provisions.
Any claim arising out of these terms, including tort claims, must be resolved by arbitration in accordance with the rules of (and by filing a claim with) Arbitration Service of Portland, Inc. Judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction. The arbitrator shall allocate all costs of arbitration, including attorney fees to the non-prevailing party. Either party may seek any interim or preliminary relief from a court of competent jurisdiction pending the completion of arbitration.
The failure or delay of Arts People to enforce any of these terms does not constitute a waiver. Waivers must be in writing.