theBoxOfficeisOpen
Terms of Use Agreement
September 8, 2008

1. ACCEPTANCE OF TERMS

Your use of theBoxOfficeisOpen is subject to the following Terms of Use (TOU), which may be updated from time to time without notice to you.

You may review the most current version of the TOU at any time at http://www.theBoxOfficeisOpen.com/site/terms-of-use.asp. In addition, when using theBoxOfficeisOpen, you and theBoxOfficeisOpen shall be subject to any guidelines or rules applicable that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOU.

You will not hold theBoxOfficeisOpen responsible for other users' (including event holders’) content, actions or inactions. You acknowledge that we have no control over and do not guarantee the quality, safety or legality of events advertised, the truth or accuracy of users’ content, listings, or ability to perform, or actually complete a transaction.

2. DESCRIPTION OF SERVICE

theBoxOfficeisOpen provides an on-line presence for event hosts (direct customers of theBoxOfficeisOpen) to sell tickets, or allow participants to register for their events, on-line (the "Service"). For more information about our service, please see http://www.theBoxOfficeisOpen.com.

3. PAYMENT PROCESSING INFORMATION

All monetary transactions will be made through PayPal, and not to or through theBoxOfficeisOpen. For more information about PayPal, please see http://www.PayPal.com.

It will be necessary for the event host (the theBoxOfficeisOpen customer) and the event host's customers, to process their funds through PayPal, and be subject to the PayPal Terms of Use. Neither theBoxOfficeisOpen nor its agents or employees are affiliated with PayPal, and cannot be held responsible for the actions, inactions, performance, or lack thereof, of PayPal.

4. FURTHER SERVICE UNDERSTANDINGS

Unless explicitly stated otherwise, any new features added to the Service, shall be subject to the TOU. You understand and agree that the Service is provided AS-IS and that theBoxOfficeisOpen assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

5. REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service registration forms (the Registration Data) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or theBoxOfficeisOpen has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, and theBoxOfficeisOpen has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). theBoxOfficeisOpen is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with PayPal's Terms of Use, you must be at least 16 years of age to register for an account. If you are under the age of 18, you hereby represent that you are using the Service with the consent of your parent or guardian (Guardian), and that said Guardian is at least 18 years old, is the legal Guardian of the person listed on the theBoxOfficeisOpen account, and that said Guardian has expressly given permission to access the Service.

6. ACCOUNT, PASSWORD AND SECURITY

You are responsible for maintaining the confidentiality of your account password. You, and not theBoxOfficeisOpen, are responsible for all activities that occur under your account. You agree to (a) immediately notify theBoxOfficeisOpen of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. theBoxOfficeisOpen cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

7. CODE OF CONDUCT

In using the Service, you understand that you are liable for all information, in whatever form, (Information) you make available to your customers. You agree not to use the Service to:

1. upload, post, email, transmit or otherwise make available any material that contains software viruses, spyware, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
3. upload, post, email, transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
4. harm minors in any way;
5. stalk or otherwise harass another.
6. Impersonate any person or entity, including, but not limited to, a theBoxOfficeisOpen official, forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
7. forge or otherwise manipulate identifiers in order to disguise the origin of any Information transmitted through the Service;
8. upload, post, email, transmit or otherwise make available any Information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
9. upload, post, email, transmit or otherwise make available any Information that infringes any patent, trademark, trade secret, copyright or other proprietary rights (Rights) of any party;
10. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;
11. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
    

8. REFERRAL PROGRAM TERMS

theBoxOfficeisOpen offers a referral reward program whereby referrers may earn a commission based on the sales of event hosts referred to our site by referrer. This section refers to this program.

1. A Referrer is one who contacts a potential customer prior to that customer's registration on theBoxOfficeisOpen and have been instrumental in getting the customer to register at theBoxOfficeisOpen.com.
2. The referred customer ("Referral") must enter the referrer's Referral ID upon initial registration, not after.
3. theBoxOfficeisOpen will pay the Referrer, within 15 days of the end each month, a Commission - thirty-five percent (35%) of the Service Fee actually paid to theBoxOfficeisOpen by the Referral during the month - commencing with the first month in which a Service Fee payment is made, for 12 consecutive months.
4. If the event that Referrer is so delinquent in it's payment of Service fees due the theBoxOfficeisOpen that Referrer must be placed for collection or legal action, all collection and legal expenses shall be subtracted from Service Fee before Commission is paid.
5. theBoxOfficeisOpen reserves the right to determine what amounts, if any, are properly due Referrers hereunder.
6. The Referrer and Referral may not be the same person.
7. theBoxOfficeisOpen reserves the right to change, modify or terminate this referral program and/or its terms at any time.

9. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Service, you agree to comply with all local rules regarding online conduct and acceptable Information. In particular, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

10. INDEMNITY

You agree to indemnify and hold theBoxOfficeisOpen, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Information you submit, post, transmit or make available through the Services, your use of the Services, your connection to the Services, your violation of the TOU, or your violation of any rights of another.

11. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service, other than as provided within the scope of the Service.

12. MODIFICATIONS TO SERVICE

theBoxOfficeisOpen reserves the right at any time and from time to time to enhance, modify, replace, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. theBoxOfficeisOpen will not be responsible to you for refund, in whole or part, of service fees for any reason. You agree that theBoxOfficeisOpen shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. TERMINATION

You agree that theBoxOfficeisOpen, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Information within the Service, for any reason, including, without limitation, for lack of use, failure to timely pay any fees or other moneys due theBoxOfficeisOpen, or if theBoxOfficeisOpen believes that you have violated or acted inconsistently with the TOU.

You agree that any termination of your access to the Service under any provision of this TOU may be effected without prior notice, and acknowledge and agree that theBoxOfficeisOpen may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that theBoxOfficeisOpen shall not be liable to you or any third-party for any termination of your access to the Service.

theBoxOfficeisOpen may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.

14. LINKS

The Service may provide, or third parties may provide, links to other sites or resources. theBoxOfficeisOpen has no control over such sites and resources, and you acknowledge and agree that theBoxOfficeisOpen is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that theBoxOfficeisOpen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

15. theBoxOfficeisOpen's PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service (Software) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by theBoxOfficeisOpen, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. theBoxOfficeisOpen grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Services by any means other than through the interface that is provided by theBoxOfficeisOpen for use in accessing the Service.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. theBoxOfficeisOpen EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. theBoxOfficeisOpen MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT theBoxOfficeisOpen SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF theBoxOfficeisOpen HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

18. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE TOU SECTIONS MAY NOT APPLY TO YOU.

REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) $100.

19. RELEASE

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

20. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOU or other matters by displaying notices or links to notices to you generally on the Service. Our mailing address is theBoxOfficeisOpen, PO Box 4730, Mountain View, CA 94040, USA.

21. TRADEMARK INFORMATION

theBoxOfficeisOpen, theBoxOfficeisOpen.com, BoxOfficeisOpen, BoxOfficeisOpen.com, BoxOfficeOpen, and BoxOfficeOpen.com are trademarks and service marks, and theBoxOfficeisOpen logos and product and service names are owned by and /or trademarks of theBoxOfficeisOpen (the theBoxOfficeisOpen Service Marks). Without theBoxOfficeisOpen's prior permission, you agree not to display or use in any manner, the theBoxOfficeisOpen Service Marks.

22. GENERAL INFORMATION

A. Entire Agreement. The TOU constitutes the entire agreement between you and theBoxOfficeisOpen and governs your use of the Service, superseding any prior agreements between you and theBoxOfficeisOpen. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party Information or third-party software.

B. Choice of Law. The TOU and the provision of Service to you are governed by the laws of the state of California, U.S.A as such laws are applied to agreements entered into and to be performed entirely within California by California residents.

C. Arbitration and Venue. Any controversy or claim arising out of or relating to the TOU or the provision of Service shall be finally settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Jose, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. However, you and theBoxOfficeisOpen agree to submit to the personal jurisdiction of the courts located within the city of San Jose, California. Either you or theBoxOfficeisOpen may seek any interim or preliminary relief from a court of competent jurisdiction in San Jose, California necessary to protect the rights or property of you or theBoxOfficeisOpen (or its agents, suppliers, and subcontractors) pending the completion of arbitration.

D. Invalid Provisions. The failure of theBoxOfficeisOpen to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.

E. Time to File Claim. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

F. Titles. The section titles in the TOU are for convenience only and have no legal or contractual effect.