TERMS AND CONDITIONS

Last updated on 24/01/2018.

 

1. WHO WE ARE

1.1. Timespade

We are a ticketing and registration platform for online (also known as ‘live’) workshops happening across the world. Through our platform and services, we enable people all over the world to create, discover, share and register for live workshops.

1.2. The Services

Timespade’s websites and domains, including www.timespade.com, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), along with all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces) are offered, maintained and provided by Timespade. We refer to all of these as our “Services.”

1.3. Users

Through the Services, Timespade provides a simple and quick means for registered users who are workshop organisers and planners (“Organisers”) to create workshop registration, expert profile, organiser profile and other webpages related to their workshops, to promote those pages and workshops to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations) to users who wish to make purchases or registrations from or to such workshops (including to free workshops) (“Attendees”). We refer to Organisers, Attendees and other visitors and browsers of the Services collectively as “Users” or “you.”

1.4. Contracting Party

The Services are being provided to you by, and you are entering into these Terms with, Timespade Internet Private Limited, a private limited company incorporated in West Bengal, India, with its principal place of business at 2J, Judges Court Road, Kolkata -700027.

For purposes of these Terms, Timespade Internet Private Limited, shall be referred to as “Timespade,” “us,” “we” or “our”.

 

2. OUR TERMS AND USE

2.1. Terms of Use

The following pages also sets forth the terms and conditions upon which you may use the Services (the “Terms of Use”). If you use the Services in any way, these Terms of Use apply to you. By accepting the Terms and using the Services in any manner, you agree to these Terms of Use without modification and enter into a binding contract with Timespade.

2.2. Terms of Service

The following pages contain our Terms Agreement (“Terms”). These Terms govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms.

2.3. Terms of Use, Terms of Service and Other Terms

The Terms and Terms of Use shall collectively be addressed as “Terms”. In addition to the Sections below, these Terms include and incorporate by reference the Privacy Policy.

 

3. YOUR USE OF THE SERVICES

3.1. The Services

Timespade hereby grants you a personal, non-exclusive, non-transferable, non-sub licensable (except to sub-Users registered via the Services), revocable (in accordance with Section 4 of the Terms), limited right to access and use the Services solely for the purposes of (a) browsing the Services and searching for, viewing, registering for or purchasing tickets to a workshop that is registered on the Services; and/or (b) if you are an Organiser, creating workshop page, expert profile, organiser profile and other webpages with respect to, and promoting, managing, tracking, and collecting sales proceeds for, a workshop, in each case (i) in compliance with these Terms; and (ii) to the extent permitted under all applicable local, state, national and other laws, rules and regulations. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly (A) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (B) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Services; (C) rent, lease, resell, distribute, use the Services for timesharing, service bureau or other commercial purposes not contemplated by this paragraph or otherwise exploit the Services in any unauthorized or unintended manner; (D) remove or alter any proprietary notices or labels on or in the Services; or (E) engage in any activity that interferes with or disrupts the Services. Any rights not expressly granted in this paragraph are reserved.

 

4. TIMESPADE’S ROLE

4.1. Listing Service, Limited Agent and Mediator

Timespade is not the organizer or owner of the workshops listed for sale or registration on the Services. Timespade provides the Services, which allow Organisers to list, promote and conduct their workshops, but all sales are made by the respective Organiser listed on the applicable workshop page. Timespade also acts as the Organiser’s limited agent solely for the purpose of using its third party payment providers to collect payments made by Attendees on the Services with respect to an workshop and passing such payments through to the applicable Organiser. It is the Organiser’s sole obligation to ensure that any workshop page posting on the Services and the nature and conduct of the underlying workshop meet all applicable local, state, national and other laws, rules and regulations, and that the goods and services described in any workshop page posting are actually delivered in a satisfactory manner. In cases of dispute, Timespade acts as a mediator between the Organiser and Attendee.

4.2. Fees

Creating an account, listing a workshop and accessing the Services is free. We charge our fees only when you sell or buy paid tickets or registrations. All descriptions of standard fees on the Services represent the standard fees that Timespade charges to Organisers. These fees may vary based on individual agreements between Timespade and certain Organisers. Organisers ultimately choose if these fees will be passed along to Attendees and shown as “Fees” on the applicable workshop page or absorbed into the ticket or registration price and paid by the Organiser out of ticket and registration gross proceeds. The fees charged to Attendees may include certain other charges, including without limitation, facility fees, royalties, processing fees and fulfillment fees. Therefore, the fees paid by Attendees for a workshop are not necessarily the same as those charged by Timespade to the applicable Organiser or the standard fees described on the Services to Organisers. In addition, certain fees are meant, on average, to defray certain costs incurred by Timespade, but may in some cases include an element of profit and in some cases include an element of loss. Timespade does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.

4.3. Refunds

All Organisers agree to our Merchants Agreements, which contains the Refund policy as set forward as follows:

(a) Since organizers make their own commitments to 3rd parties and/or allocate their own time on the basis of Tickets purchased, we follow the “No refund” policy.

(b) Even the No Refund policy provides for a refund or other make good for complete failure to provide the advertised goods and services (e.g., event cancellation or an event re-scheduling, not acceptable to the Attendee). However, it does not include a situation where there is a failure to receive the advertised goods and services (e.g. not being able to attend the workshop due to poor internet connection).

In order to initiate a refund request, an Attendee should contact us by sending an email to dispute@timespade.com. On receiving the request, Timespade will contact the Organiser for a reply to the refund request. On reviewing the facts and circumstances, Timespade would determine whether or not a refund is due in accordance with the applicable refund policy. Timespade will endeavor to complete its review within thirty (30) days of being contacted by Attendee. All determinations of Timespade with respect to these Refund Policy Requirements, including without limitation the orders to be refunded and the size of any refund, shall be final and binding on both Organiser and Attendee. However, Timespade will have no liability for its decision to mediate the dispute.

These Refund Policy Requirements are not intended to be and do not constitute an offer to insure the performance of or to guarantee the performance of any Organiser and are not a guarantee that refunds will be issued in any given situation.

 

5. EMAIL

5.1. Email Tools

Timespade may make available to you features and tools that allow you to contact other users of the Services or third parties via email (the “Email Tools”). In the event that you use these Email Tools, you represent, warrant and agree that:

(a) you have all right and authority necessary to send emails to the addresses on your recipient list, including without limitation, that such addresses were gathered on an opt-in basis in any jurisdiction where that is required by applicable local, state, national or other law, rule or regulation, and your emailing of such addresses complies with the privacy policy under which the recipient emails were gathered and which was disclosed to recipients at the time of gathering;

(b) your use of the Email Tools is in compliance with all applicable local, state, national and other laws, rules and regulations, including those relating to spam and email;

(c) your use of the Email Tools will be solely to advertise, promote and/or manage a bona fide workshop that you have listed on the Services;

(d) your use of the Email Tools and the content of your emails complies with Section 8.1 of these Terms of Use;

(e) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;

(f) you will identify the email message as an advertisement or commercial in nature;

(g) you will not hide, disable, remove, or attempt to hide, disable or remove the unsubscribe link that Timespade includes on every email; and

(h) you will not email any person that you know or have reason to know has opted out of receiving emails from you.

5.2. Remedies

If you fail to abide by any of the foregoing, if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails are found to cause disruption to the Services, Timespade may, among other actions, limit or suspend your access to the Email Tools.

 

6. ACCOUNT, PASSWORD AND SECURITY.

6.1. Registration

As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the workshop of any dispute between two or more parties as to account ownership, you agree that Timespade shall be the sole arbiter of such dispute in its discretion and that Timespade’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

6.2. Security

You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by sub-users, if any, registered under your account. You agree to immediately notify Timespade of any unauthorized use of your password or account or any other breach of security.

6.3. Age Restrictions

Timespade is concerned about the safety and privacy of children. For this reason, and to be consistent with the terms of use of any third party service providers used by Timespade, you must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any workshop, you may not use the Services if you are under the age of thirteen (13).

 

7. CONTENT

7.1. Site Content

You agree that all material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Timespade in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Timespade may own the Site Content or portions of the Site Content may be made available to Timespade through arrangements with third parties. The compilation of all Site Content included in or made available through the Services is the exclusive property of Timespade and is protected by copyright laws. Except as expressly authorized by Timespade in writing or in connection with your permitted use of the intended functionality of the Services, you agree not to sell, licence, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose. You shall use the Site Content only for purposes that are permitted by these Terms of Use and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.

7.2. Your Content

You acknowledge and agree that if you contribute, provide or make available any Content to the Services (“Your Content”), you hereby grant to Timespade a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub licensable (through multiple tiers) right and licence to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Timespade’s promotional and marketing services), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Timespade does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms will restrict any rights that you may have to use and exploit Your Content outside of the Services. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, national and other laws, rules and regulations; and (c) does not violate the Terms of Service, including without limitation these Terms of Use and the Privacy Policy. In addition, Your Content must be accurate and truthful. Timespade reserves the right to remove any of Your Content from the Services at any time if Timespade believes in its discretion that it violates the Terms. In addition, you agree that Timespade may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Timespade both on the Services and in marketing, advertising and promotional materials.

7.3. Feedback & Revisions

You hereby acknowledge that (a) any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Timespade by you (collectively “Feedback”); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by Timespade or otherwise relating to Feedback (collectively, “Revisions”), are and will remain the property of Timespade. All Feedback and Revisions become the sole and exclusive property of Timespade and Timespade may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Timespade any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of Timespade. At Timespade’s request, you will execute any document, registration or filing required to give effect to these provisions.

 

8. CONDUCT

8.1. Certain Restrictions

You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree not to use the Services to:

(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize not approved by Timespade;

(d) impersonate any person or entity, including, but not limited to, an Timespade representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

(f) upload, post, email, transmit or otherwise make available any Content 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);

(g) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;

(h) upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to bona fide workshops listed on the Services and other goods and services being sold or provided in conjunction with such workshops;

(i) upload, post, email, transmit or otherwise make available any Content that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by the Terms;

(j) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

(k) attempt to probe, scan or test the vulnerability of any Timespade server or network or breach any security or authentication measures, unless you are an authorized contractor of Timespade specifically engaged to provide such services;

(l) attempt to avoid or circumvent any technological measure implemented by Timespade to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information;

(m) solicit any User to use a third party service that competes with Timespade;

(n) advertise your workshop but complete sales independent of the Services in order to circumvent the obligation to pay fees related to the Services;

(o) intentionally or unintentionally violate any applicable local, state, provincial, national or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets;

(p) resell tickets or registrations;

(q) collect credit card number, expiration date or CSC code or any other credit card information other than in the fields under “Payment” on the order payment page;

(r) collect insurance number, financial account number, drivers’ licence number, health information or other sensitive information required to be secured under applicable local, state, national or other law, rule or regulation or for which disclosure is required in case of a data breach without first obtaining Timespade’s prior written consent; or

(s) stalk or otherwise harass any person or entity.

8.2. Certain Remedial Rights

You acknowledge that Timespade does not pre-screen Your Content or the Content of any other User in connection with the Services, but that Timespade and its designees shall have the right (but not the obligation) to monitor, alter, edit or remove any of Your Content, in whole or in part, based on violations of the Terms. You acknowledge and agree that Timespade may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms; and/or (d) protect the rights, property and/or personal safety of Timespade, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

 

9. ADDITIONAL SERVICES

9.1. Timespade may, upon request, and for such fees as Timespade may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Site and Applications, including without limitation, marketing and promotion services, to assist you with your workshop set-up and providing dedicated account management services. All such additional services, whether provided prior to, during or following your workshop, shall be deemed a part of the Services and subject to all the terms and conditions of the Terms. Such additional services shall be set forth in other written agreements between you and an authorized officer of Timespade, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.

 

10. SERVICE MODIFICATIONS

10.1. Timespade isn’t a job shop, it isn’t a white label solution and it isn’t a walled garden built specifically for each Organiser. Timespade is a workshop ticketing and registration platform. We are constantly evolving our products and services to better meet the needs of our entire user base. Because of this, we do not guarantee any set of product features or functionality and reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason. Because you only pay fees to Timespade as you use the Services, there would be no refund of fees already due following any such change to the Services.

 

11. LINKS

11.1. Third Party Websites

The Services may provide, or Users may provide, links to other Internet websites or resources. Because Timespade has no control over such websites and resources, you acknowledge and agree that Timespade is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Timespade partners or third party service providers.

11.2. Linked Accounts

As part of the Services you may be able to link an account you have with a third party service, such as a social media website. By linking such third party account, you agree that Timespade may access, make available to and store any Content that you have provided to and stored in such third party account so that it is available on or through the Services. Such content may include personally identifiable information.

 

12. PRIVACY AND CUSTOMER INFORMATION

12.1. Privacy Policy

All information provided by Users or collected by Timespade in connection with the Services is governed by Timespade’s Privacy Policy. Timespade strongly recommends that you review the Privacy Policy.

12.2. Co-Ownership

Timespade follows a “co-ownership model” with respect to Attendee Information (as defined below). This means that all Attendee Information inputted by an Attendee on workshop pages posted by an Organiser on the Services will be shared with the applicable Organiser and may also be used by Timespade in accordance with our Privacy Policy, including marketing or promotion of other workshops or services that may be of interest to the applicable Attendee. Note that Payment Data (as defined below) will not be shared with Organisers. Each Attendee acknowledges and agrees to this sharing and understands and agrees that each Organiser is solely responsible for the use of Attendee Information that was provided to such Organiser through the Services and that Timespade is responsible only for its own use of Attendee Information. Each Organiser represents, warrants and agrees that (a) it will at all times comply with all applicable local, state, national and other laws, rules and regulations with respect to Attendee Information; (b) it will at all times comply with any applicable policies posted on the Services with respect to Attendee Information; and (c) upon a request of a given Attendee, Timespade is authorized at its discretion to delete or anonymize Attendee Information of a requesting Attendee from the Services at which time it will no longer be available to Organiser through the Services or will no longer be linked to an identifiable Attendee through the Services. However, Attendees should note that Attendee Information may still be available in the Organiser’s own databases if transmitted prior to Timespade receiving the underlying request. For purposes of this Section, “Attendee Information” means information about a given Attendee made available on or through the Services, including, without limitation, name, address, e-mail address, past workshop attendance, workshop interests, credit card type, last 4 credit card digits and phone numbers, but excluding Payment Data.

12.3. Payment Data

Timespade will not share with an Organiser any Payment Data. “Payment Data” means any full credit card number or other full payment account number and the related expiration date and security code entered by an Attendee on the Services in order to purchase a ticket or registration, make a donation or purchase merchandise related to workshops, so long as such information is entered in the fields under “Payment” on the order payment page. Note that if an Attendee enters such information in other areas of the Services or otherwise provides it to another User, it may not be encrypted and may be automatically shared with the applicable Organiser, so Attendees should enter such information only under “Payment” on the order payment page.

 

13. YOUR ACCEPTANCE

13.1. Binding Agreement

You agree to these Terms and you enter into a binding contract with Timespade either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Attendee, when you purchase a ticket to or register for a workshop (including free workshops) or purchase any other services, in each case by clicking “Pay Now,” “Register Now,” “Buy Now”, “Book your seats”, “Buy Tickets” or similar buttons, or in accordance with Section 13.2 below. If you are not a registered user or an unregistered Attendee, you agree to these Terms and you enter into a binding contract with Timespade by using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms, do not use or access the Services.

These Terms include (a) an arbitration provision for users located in India; (b) a waiver of rights to bring a class action against Timespade for users located in India; (c) certain disclaimers of warranties on behalf of Timespade; (d) certain limitations of liability for the benefit of Timespade; and (e) a release by you of all claims for damage against Timespade arising out of disputes between you and third parties in connection with your use of the services. By using any of the services, you agree to these provisions.

13.2. Modifications

Except to the extent set forth in Section 15.10 below, Timespade reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms (or any of the agreements that make up these Terms) at any time (collectively, “Modifications”). Modifications to these Terms will be posted to the Timespade website with a change to the “Updated” date at the top of these Terms. In certain circumstances Timespade may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms constitutes acceptance of those Modifications as well. If any Modification to these Terms is not acceptable to you, you must cease accessing, browsing and otherwise using the Services.

13.3. Language

We may translate these Terms (or any of the agreements that make up these Terms) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the workshop of any conflict between the English language version and a translated version, the English language version will control.

 

14. TERM AND TERMINATION

14.1. Term

These Terms are effective upon your Acceptance as set forth under Section 13.1 above and continue in effect until terminated.

14.2. Termination by Timespade

Timespade may terminate your right to use the Services at any time for (a) your violation or breach of these Terms; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, national and other laws, rules and regulations or would expose Timespade to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that Timespade shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.

14.3. Termination by You

You may terminate your access to the Services and these Terms by requesting us to delete your account at support@timespade.com. In the event, there is a separate agreement between you and Timespade governing your use of the Services and when that agreement terminates or expires, these Terms shall govern your use of the Services unless and until you delete your account.

14.4. Survival of Terms

All provisions of these Terms that by their nature should survive termination of these Terms shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licences).

 

15. IMPORTANT LEGAL TERMS GOVERNING ALL USE OF THE SERVICES

15.1. Indemnification

You agree to defend, indemnify and hold Timespade, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms; (b) your improper use of the Services; (c) your breach of any applicable local, state, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Organisers, your workshops or the fact that Timespade was providing Services with respect to those workshops, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of Timespade’s gross negligence or wilful misconduct. Timespade shall provide notice to you of any such Claim, provided that the failure or delay by Timespade in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.

15.2. Disclaimer of Warranties

Timespade provides our services using a commercially reasonable level of skill and care and we try to keep Timespade up, bug-free and safe. But there are certain things that we don’t promise about our services and you use the services at your own risk. To the extent permitted by applicable laws, the services are provided on an “as is” and “as available” basis. Timespade hereby expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. By way of example, Timespade makes no warranty that (a) the services (or any portion of the services) will meet your requirements or expectations; (b) the services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the services will be accurate or reliable. You acknowledge that Timespade has no control over and does not guarantee the quality, safety or legality of workshops advertised, the truth or accuracy of any users’ (including attendees’, other non-organizers’ and organizers’) content or listings or the ability of any user (including attendees and organizers) to perform or actually complete a transaction and Timespade is not affiliated with, and has no agency or employment relationship with, any third party service provider used in conjunction with the services, and Timespade has no responsibility for, and hereby disclaims all liability arising from, the acts or omissions of any such third parties.

Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by wilful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

15.3. Limitation of Liability

To the extent permitted by applicable laws, Timespade, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners, employees and any applicable card schemes, shall not be liable under any circumstances or under any legal theory, whether in tort, contract, or otherwise, with respect to the services, or any other subject matter of these Terms, including without limitation the terms of use, the merchant agreement and any other part of these Terms, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Timespade has been advised of the possibility of such damages), (b) the cost of procurement of substitute services, (c) any of your content (as defined in the terms of use) or any content of any other user of the services, or (d) any matters beyond Timespade’s reasonable control. In addition, other than the obligation of Timespade to pay out workshop registration fees to certain organizers under the merchant agreement, the maximum aggregate liability of Timespade, its payment processing partners, licensors and any applicable card schemes for all damages, losses, liabilities, costs and expenses under any legal theory, whether in tort, contract, or otherwise, with respect to, arising out of or related to the services, or any other subject matter of these Terms, including without limitation the terms of use, the merchant agreement and any other part of these Terms, shall be limited to (i) for organizers of workshops with paid tickets or registrations, and subject to the terms of the merchant agreement, the fees (net of Timespade payment processing fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and (ii) for organizers of workshops with free tickets only, attendees and other users, either (1) the total amount of all tickets or registrations that you purchased or made through the services in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one thousand Indian Rupees (INR 1,000) .

Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by wilful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

15.4. Release

Timespade provides a marketplace in which Attendees and Organisers can transact. However, Timespade could not function if it were held responsible for the actions or inactions of different Attendees, Organisers and/or third parties both on and off the Services. Therefore, as an inducement to Timespade permitting you to access and use the Services, you hereby agree to release Timespade, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any workshop listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:

“A general release does not extend to claims which the releasing party does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the released party.”

15.5. Trademarks

The trademarks, service marks and logos of Timespade (the “Timespade Trademarks”) used and displayed in connection with the Services are registered and/or unregistered trademarks or service marks of Timespade. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with Timespade Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of Timespade specific for each such use. The Trademarks may not be used to disparage Timespade, any third party or Timespade’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Timespade approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Timespade Trademark shall be attributable to Timespade’s benefit.

15.6. Copyrights

The Content (as defined in the Terms of Use) of the Services is also protected by copyrights owned by Timespade and/or third parties. Please note that if you copy portions of the Services, you are violating these copyrights.

15.7. Notices

Notices to you may be sent via either email or regular mail to the address in Timespade’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Timespade or deliver any notice, you can do so as follows:

Timespade Internet Private Limited

Address: 2J, Judges Court Road, Kolkata – 700027

Email: legal@timespade.com

15.8. Entire Agreement

These Terms, including the Terms of Use, Merchant Agreement and any other part of these Terms, constitute the entire agreement between you and Timespade and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Timespade on the subject matter hereof.

15.9. Choice of Law

Except as set forth in Section 15.10 below, these Terms and the provision of the Services to you are governed by the laws of the state of West Bengal, India, without reference to principles of conflict of laws.

15.10. Binding Arbitration (Only for users located in India)

Please read this section carefully as it affects your rights. Any dispute or claim under these Terms or with respect to the services will be settled by binding arbitration and will take place on an individual basis only; class, consolidated or representative arbitrations and civil actions are not permitted once this section is effective.

(a) Contact us first: If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.

(b) Agreement to arbitrate: In the unlikely workshop that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms or with respect to the Services through binding arbitration, instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any supreme court, high court, district court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms. This arbitration provision shall survive termination of these Terms.

(c) Scope of Agreement: This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all 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; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.

(d) Exceptions: Notwithstanding this Agreement to arbitrate, either party may (i) bring issues to the attention of national, state or local agencies, which may be able to seek relief on a party’s behalf and (ii) bring suit in court to seek a preliminary injunction or other interim relief pending the outcome of arbitration.

(e) No Class Actions: You and Timespade 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, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims, may not preside over any form of class, consolidated or representative proceeding and may only provide relief in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

(f) Notice of Dispute: A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Timespade must be addressed to the address in Section 5.7 above (“Notice Address”). The Notice to you must be addressed to a mailing, home or payment address currently on record with Timespade. If Timespade has no records of such physical address, such notice may be delivered to your Timespade account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Timespade and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Timespade may commence an arbitration proceeding.

(g) Arbitration Proceedings: The arbitration will be governed by the Arbitration and Conciliation Act 1996 (Act). The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 15.10. Unless Timespade and you agree otherwise, any arbitration hearings will take place in Kolkata, India. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
(h) Future Changes: Notwithstanding any provision in these Terms to the contrary, you and Timespade agree that if Timespade makes any future change to this arbitration provision (other than a change to the Notice Address) Timespade will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.

15.11. Waiver and Invalid Provisions

The failure or delay of Timespade to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

15.12. Judicial Forum

In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, then any dispute or claim not subject to arbitration shall be resolved exclusively by a high court located in Kolkata, West Bengal, India. Both you and Timespade agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.

15.13. Titles

Any Section titles in these Terms are for convenience only and have no legal or contractual effect.

15.14. Violations

Please report any violations of these Terms by emailing us on support@timespade.com.

15.15. Assignment

We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.

15.16. Relationship

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.