Updated Terms of Service

We’ve recently updated our Terms of Service and Privacy Policy. If you signed up for an account prior to July 20th, 2017, by using Line-Up after 31st July, 2017 you'll be agreeing to the new Terms. Please read these Terms carefully. If you signed up for an account on or after July 20th, 2017, the updated Terms apply to you. The prior versions can be viewed at the following links: Terms of Service and Privacy Policy.

Line-Up Terms of Service

Background

Welcome to Line-Up. These Terms of Service set out the terms on which we provide an event organiser’s business with access to the Line-Up service. Please read these terms of use carefully before using the Line-Up service as they form a legally binding contract between us. These Terms apply to the provision of our SDK (including widgets), API, back-office ticketing services, and the organiser’s use of the range of services available on the website at www.lineupnow.com.

  1. Interpretation
    1. The definitions and rules of interpretation in this clause apply in this agreement.
      Agreement: the agreement constituted by Organiser’s acceptance of these terms on completing the Registration Form, any additional service-specific terms (such as the Call Centre Terms), and the details of Organiser’s subscription on the Registration Form.
      API: means an application program interface from the Organiser Property to the Services, which may be used as an alternative to the SDK.
      Attendee: a person purchasing a Ticket.
      Booking Fee: means any sums specified in a Listing which are stated to payable by an Attendee in addition to the Ticket Price;
      Charges: Subscription Fees and Transaction Fees.
      Confirmation Email: an email sent by Line-Up on behalf of the Organiser, confirming the details of the Ticket Price, Booking Fee, and the Event and the Minimum Consumer Information as provided to Line-Up by the Organiser by means of the Dashboard.
      Dashboard: the panel on the Lineupnow.com website through which Organisers can set up their Listings and manage, optimise and analyse their activity on the Service.
      Effective Date: means (i) if the Organiser is a subscriber, the start date of Organiser’s Initial Subscription Term as specified in the Registration Form; and (ii) if the Organiser is not a Subscriber, the date on which the Registration Form is completed and submitted by the Organiser.
      Event: a concert, entertainment or other gathering, experience or attraction which is the subject of a Listing.
      Initial Subscription Term: for Subscribers, the initial term of this agreement as set out in the Registration Form.
      Line-Up: Planvine Ltd, a limited company registered in England and Wales under company number 07433966 with its registered office at 8 Pipers Close, Burnham, Slough, Buckinghamsire, SL1 8AW.
      Listing: details of an event to be hosted by the Organiser in respect of which it uses the Services to sell Tickets;
      Minimum Consumer Information: the information required to be stated in the Listing and the Confirmation Email as required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
      Normal Business Hours: 9.00 am to 5:30 pm local UK time, each day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      Organiser Data: the data input by the Organiser for the purpose of using the Services or facilitating the Organiser's use of the Services, including the content of any Listings.
      Organiser Property: the website, app or other online property from which the Organiser sells Tickets, as specified in the Registration Form;
      Organiser User: any person to whom the Organiser provides access to or otherwise makes available the Service in whole or in part in any form.
      Organiser: the partnership or corporate entity specified on a Registration Form.
      Payment Services Provider: a third party, including Stripe Payments UK Ltd, by means of which the Ticket Price and Booking Fee are processed.
      Renewal Period: the period described in clause 14.2.
      SDK: software provided by Line-Up, that the Organiser can place on the Organiser Property to enable visitors to access and view Listings and buy Tickets by means of the Services, and includes any upgrades, enhancements or modifications to the SDK.
      Service Description: the document made available to the Organiser by Line-Up online here or such other web address notified by Line-Up to the Organiser from time to time which sets out a description of the Services and the user instructions for the Services.
      Services: the subscription ticket selling services provided by Line-Up to the Organiser under this agreement by means of the Dashboard, the SDK and the API.
      Subscriber: an Organiser who registers to use the Services on a periodic subscription basis.
      Subscription Fees: the subscription fees payable by a Subscriber to Line-Up for the Organiser User Subscriptions, as set out in the Registration Form.
      Subscription Term: has the meaning given in clause 14.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).
      Subscription Type: any of the standard subscription options offered by Line-Up from time to time.
      Term: the term of this agreement.
      Ticket Price: means the price of a Ticket specified by the Organiser in a Listing, not including the Booking Fee.
      Ticket: the right of entry to an Event which is the subject of a Listing.
      Transaction Fee: means the percentage of the gross Ticket Price and Booking Fee payable by the Organiser to Line-Up as specified in the Registration Form (or as otherwise agreed in writing by the Organiser and Line-Up).
      Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      “writing” or “written”: includes email and communication by means of the Dashboard.
  2. Usage of the Service
    1. Subject to the Organiser paying the Charges and the restrictions set out in this agreement, Line-Up hereby grants to the Organiser a non-exclusive, non-transferable right to use the Services during the Term solely for the Organiser's sale of Tickets in respect of the Organiser’s own Events operations carried out by means of the Organiser Property.
    2. The Organiser shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

      Line-Up reserves the right, without liability or prejudice to its other rights to the Organiser, to disable the Organiser's access to any material that breaches the provisions of this clause. Line-Up shall fully co-operate with any law enforcement authorities or court order requesting or directing Line-Up to disclose the identity or locate anyone posting any material in breach of clause 2.2 and 2.3.

    3. The Organiser shall not:
      1. access all or any part of the Services and Service Description in order to build a product or service which competes with the Services and/or the Service Description; or
      2. use the Services and/or Service Description to provide services to third parties (not including the sale of Tickets); or
      3. subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Service Description available to any third party, or
      4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Service Description, except with the prior approval of Line-Up.
    4. The Organiser shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Service Description and, in the event of any such unauthorised access or use, promptly notify Line-Up.
    5. The rights provided under this agreement are granted to the Organiser only, and shall not be considered granted to any subsidiary or holding company of the Organiser.
    6. The Organiser undertakes to ensure that all Organiser Users comply with this agreement and acknowledge that Organiser shall remain responsible and liable for the acts or omissions of all Organiser Users to the same extent as if Organiser had carried out such acts or omissions itself
    7. Responsibility for the security of any usernames and passwords issued (including those of any Organiser Users) rests with the Organiser. The Organiser agrees that it will not disclose its login credentials to any third party and that it will take sole responsibility for any activities or actions under those login credentials, whether or not it has authorized such activities or actions. The Organiser must immediately notify Line-Up by means of email to info@lineupnow.com if its suspects any unauthorised use of its login credentials or the Dashboard.
  3. Additional Terms Regarding the SDK and the Widget
    1. Subject to these terms, Line-Up grants the Organiser a limited, revocable, non-exclusive license to (i) use the SDK on the Organiser Property; and (ii) reproduce the SDK in a mobile app developed by the Organiser, in all cases solely for the purposes of your use of the Services.
    2. The Organiser agrees that it may not:
      1. charge a fee (not including a Booking Fee) for the use of the SDK without Line-Up’s written approval;
      2. modify, obscure, or interfere with the display of any content or information displayed by the SDK;
      3. display the SDK in a manner that does not permit successful linking to, redirection to or delivery of the Services;
      4. insert any landing page, interstitial page, splash page or other content between the SDK and the Services;
      5. sublicense, redistribute or republish the SDK;
      6. display the SDK on any site that is in Line-Up’s view unfairly critical of Line-Up or its products or services, competes with the Services or violates any applicable law.
    3. The SDK contains cookies, as specified in the Line-Up “Attendee Privacy Statement”. The Organiser must obtain consent from Attendees to the use of these cookies in the SDK (which may be in the course of obtaining consent for cookies on the Organiser Property generally.
  4. Subscription Types
    1. The Organiser may at any time during the Term, become a Subscriber or change its Subscription Type by means of the Dashboard. Upgrades to a new Subscription Type shall take effect immediately and Subscription Fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). Downgrades shall take effect on the expiry of the Subscription Term during which notice is given by means of the Dashboard.
  5. Services
    1. Line-Up will, as part of the Services and at no additional cost to the Organiser, provide the Organiser with Line-Up's standard customer support services during Normal Business Hours in accordance with Line-Up's standard support services policy in effect at the time that the Services are provided.
    2. From time to time Line-Up may offer Organiser certain additional Services as free beta trials in order to gain a view on their maturity and suitability for adding to the Line-Up suite of services. Organiser agrees that Line-Up has the sole authority and discretion to determine the period of time for testing and evaluation of these beta services and reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of them with or without notice to Organiser. Organiser agrees that Line-Up will not be liable to Organiser or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the beta services for any reason. Once the beta trial period is ended, we will notify Organiser and Organiser will either commence payment for the relevant Service or discontinue use.
    3. Line-Up may suspend Organiser’s user account or temporarily disable access to whole or part of the Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies.
    4. Line-Up will terminate Organiser’s user account on Organiser’s request. A Subscriber shall remain obliged to pay the Subscription Fee for the remainder of its then-current subscription period.
    5. In the event that Line-Up and the Organiser agree for the provision by Line-Up of Call Services, those services shall be additionally subject to Line-Up’s Call Services Terms available here.
    6. The Organiser acknowledges that (i) the relationship with the Attendee for sale of the Ticket is with the Organiser, not Line-Up; (ii) Line-Up is not a ticket agency; (iii) the Organiser is responsible for providing and applying its own booking terms to Attendees; (iv) Line-Up will direct to the Organiser any Attendee questions or complaints in respect of the Event or the Listing.
  6. Organiser Data
    1. The Organiser shall own all right, title and interest in and to all of the Organiser Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Organiser Data.
    2. The Organiser acknowledges that Line-Up does not operate a backup or archiving service. In the event of any loss or damage to Organiser Data, the Organiser's sole and exclusive remedy shall be for Line-Up to use reasonable commercial endeavours to restore the lost or damaged Organiser Data from the latest back-up of such Organiser Data maintained by Line-Up. Line-Up shall not be responsible for any loss, destruction, alteration or disclosure of Organiser Data caused by any third party.
    3. If Line-Up processes any personal data regarding Attendees on the Organiser's behalf when performing its obligations under this agreement, the parties record their intention that the Organiser shall be the data controller and Line-Up shall be a data processor and in any such case:
      1. the Organiser acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Organiser is located in order to carry out the Services and Line-Up's other obligations under this agreement. Line-Up agrees to take reasonable appropriate steps to ensure that the Organiser Data continues to be protected, normally by means of the EU-US Privacy Shield or the use of European Commission approved contractual obligations. The Organiser shall ensure that any exporting of personal data to Mailchimp or any other third party is in accordance with Organiser’s obligations under applicable privacy or data protection laws;
      2. the Organiser shall ensure that the Organiser is entitled to transfer the relevant personal data to Line-Up so that Line-Up may lawfully use, process and transfer the personal data in accordance with this agreement on the Organiser's behalf;
      3. the Organiser shall ensure that the relevant Attendee’s and other third parties have been informed of, and have given their consent to, the use, processing, and transfer of personal data as part of the Service, as required by all applicable data protection legislation;
      4. Line-Up shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Organiser from time to time; and
      5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  7. The Payment Services Provider and Other Third Party Providers
    1. As a condition of receiving the Services, the Organiser must enter into Terms of Service (the “PSP Terms”) with the Payment Services Provider. The PSP Terms currently in effect as stated by the Payment Services Provider are available here. Line-Up is not a provider or reseller of the services provided to the Organiser by the Payment Services Provider. The Organiser agrees that any issues arising with the Payment Services Provider shall be dealt with directly between the Organiser and the Payment Services Provider, and Line-Up shall have no responsibility or liability in respect of any act or omission of the Payment Services Provider.
    2. The Organiser acknowledges that the Payment Services Provider will make a charge to the Organiser in respect of each Attendee payment or refund transaction. The Payment Services Provider’s publicly stated current charges are available here.
    3. The Organiser acknowledges that the Services may enable or assist it to access the website content of, correspond with, third parties via third-party services (including, for example, Mailchimp) and that it does so solely at its own risk. Line-Up makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party service, or any transactions completed, and any contract entered into by the Organiser, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Organiser and the relevant third party, and not Line-Up. Line-Up recommends that the Organiser refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Line-Up does not endorse or approve any third-party website nor the content of any of the third-party website integrated with or made available via the Services.
  8. Line-Up's Obligations
    1. Line-Up undertakes that the Services will be performed substantially in accordance with the Service Description and with reasonable skill and care.
    2. The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Line-Up's instructions, or modification or alteration of the Services by any party other than Line-Up or Line-Up's duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Line-Up will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Organiser with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Organiser's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, Line-Up:
      1. does not warrant that the Organiser's use of the Services will be uninterrupted or error-free; or that the Services, Service Description and/or the information obtained by the Organiser through the Services will meet the Organiser's requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Organiser acknowledges that the Services and Service Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. Organiser acknowledges that the Service has not been developed to meet Organiser’s individual requirements, and that it is therefore Organiser’s responsibility to ensure that the facilities and functions of the Service as described in the Service Description meet Organiser’s requirements.
    4. Organiser further acknowledges that it is not possible to test the Service in advance in every possible operating combination and environment and it is not possible to produce a Service known to be error free in all circumstances.
    5. Nothing in these terms shall prevent Line-Up from providing the Services to any third party, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this agreement.
  9. Organiser's Obligations
    1. The Organiser shall:
      1. provide Line-Up with:
        1. all necessary co-operation in relation to this agreement; and
        2. all necessary access to such information as may be required by Line-Up;

        in order to provide the Services, including but not limited to Organiser Data, security access information and configuration services;

      2. comply with all applicable laws and regulations with respect to its activities under this agreement;
      3. observe any right of cancellation and refund any Attendee consumer may have under any applicable laws, and ensure that details of the same are provided in the Minimum Consumer Information;
      4. ensure that the Listing and the Confirmation Email contain all Minimum Consumer Information applicable to the Event and the Ticket.
      5. carry out all other Organiser responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Organiser's provision of such assistance as agreed by the parties, Line-Up may adjust any agreed timetable or delivery schedule as reasonably necessary;
      6. ensure that the Services and the Service Description are used in accordance with the terms and conditions of this agreement and shall be responsible for any Organiser User's breach of this agreement;
      7. obtain and shall maintain all necessary licences, consents, and permissions necessary for Line-Up, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
      8. not use the Services to sell Tickets in respect of any Event or other item which is listed in the Payment Services Provider’s list of prohibited businesses (currently available herewhich includes gambling, adult services, access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder);
      9. ensure that the Listing makes clear any age restrictions or other requirements applicable to the Event or the Ticket;
      10. ensure that the VAT details it provides to Line-Up are correct and kept up to date;
      11. promptly effect a full refund of Ticket Price and any Booking Fee to affected Attendees in the event of an Event being cancelled.
  10. Charges and Payment
    1. The Organiser shall pay the Charges to Line-Up for the Organiser User Subscriptions in accordance with this clause 10 and the Registration Form.
    2. The Organiser shall on the Effective Date provide to Line-Up valid, up-to-date and complete credit card details or approved purchase order information acceptable to Line-Up and any other relevant valid, up-to-date and complete contact and billing (credit card) details. The Organiser hereby authorises Line-Up to bill such credit card:
      1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
      2. subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
    3. The Charges stated or referred to in this agreement:
      1. shall be payable in pounds sterling (in respect of any Subscription Fee) and the currency of the Ticket Price and Booking Fee (for the Transaction Fee);
      2. are, subject to clause 13.3(b), non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added to Line-Up's invoice(s) for any Subscription Fee and the Transaction Fee at the appropriate rate.
    4. Line-Up shall be entitled to increase the Charges at the start of each Renewal Period upon 30 days' prior notice to the Organiser and the Subscription Fees shall be deemed to have been amended accordingly.
    5. Subscription Fees are billed monthly in advance. Payments are non-refundable, and no refunds or credits will be given for any partial use within any month.
    6. Transaction Fees shall be paid automatically by the Organiser by means of its account with the Payment Services Provider, who shall at all times be instructed accordingly by the Organiser.
    7. Line-Up reserves the right to suspend Organiser’s access to the Service immediately if the Organiser fails to provide Line-Up with valid credit card details that enable Line-Up to charge the full amount of any outstanding Subscription Fees and charges within 30 days of the due date. We will provide prior notice of our intention to suspend Organiser’s access by means of email. If no payment is made to clear the full amount of any outstanding Subscription Fees within a further 14 days Organiser’s account and all associated data will be deleted and this agreement shall be automatically terminated.
    8. For the avoidance of doubt, the Organiser is responsible for accounting for and payment of any VAT, sales tax or any other tax, levy, duty or impost arising in respect of the Ticket Price and the Booking Fee.
    9. The Organiser acknowledges that in circumstances where Line-Up has a reasonable suspicion, having conducted reasonable investigations, that the Services have been used by or on behalf of the Organiser to charge Attendees in a fraudulent manner, Line-Up reserves the right to request the Payment Services Provider to effect a refund to affected Attendees.
  11. Proprietary Rights
    1. The Organiser acknowledges and agrees that Line-Up and/or its licensors own all intellectual property rights in the Services and the Service Description. Except as expressly stated herein, this agreement does not grant the Organiser any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Service Description.
    2. Line-Up confirms that it has all the rights in relation to the Services and the Service Description that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  12. Indemnity
    1. The Organiser shall defend, indemnify and hold harmless Line-Up against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Organiser's use of the Services and/or Service Description (including any claim from an Attendee in respect of any Event or Listing).
    2. Line-Up shall defend the Organiser, its officers, directors and employees against any claim that the Services or Service Description infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Organiser for any amounts awarded against the Organiser in judgment or settlement of such claims, provided that:
      1. Line-Up is given prompt notice of any such claim;
      2. the Organiser provides reasonable co-operation to Line-Up in the defence and settlement of such claim, at Line-Up's expense; and
      3. Line-Up is given sole authority to defend or settle the claim.
    3. In the defence or settlement of any claim under 12.2 above, Line-Up may procure the right for the Organiser to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 days’ notice to the Organiser without any additional liability or obligation to pay liquidated damages or other additional costs to the Organiser.
    4. In no event shall Line-Up, its employees, agents and sub-contractors be liable to the Organiser to the extent that the alleged infringement is based on:
      1. a modification of the Services or Service Description by anyone other than Line-Up; or
      2. the Organiser's use of the Services or Service Description in a manner contrary to these terms or any instructions given to the Organiser by Line-Up; or
      3. the Organiser's use of the Services or Service Description after notice of the alleged or actual infringement from Line-Up or any appropriate authority.
    5. The foregoing and clause 13.4(b) state the Organiser's sole and exclusive rights and remedies, and Line-Up's (including Line-Up's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  13. Limitation of Liability
    1. This clause 13 sets out the entire financial liability of Line-Up (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Organiser:
      1. arising under or in connection with this agreement;
      2. in respect of any use made by the Organiser of the Services and Service Description or any part of them; and
      3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    2. Except as expressly and specifically provided in this agreement:
      1. the Organiser assumes sole responsibility for results obtained from the use of the Services and the Service Description by the Organiser, and for conclusions drawn from such use. Line-Up shall have no liability for any damage caused by errors or omissions in any information, instructions or Customer Data provided to Line-Up by the Organiser in connection with the Services, or any actions taken by Line-Up at the Organiser's direction;
      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
      3. the Services and the Service Description are provided to the Organiser on an "as is" basis.
    3. Nothing in this agreement excludes the liability of Line-Up:
      1. for death or personal injury caused by Line-Up's negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Subject to clause 13.2 and clause 13.3:
      1. Line-Up shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
      2. Line-Up's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 100% of the total Charges paid and payable by the Organiser during the 3 months immediately preceding the date on which the claim arose.
  14. Term and Termination
    1. If the Organiser is not a Subscriber, this agreement shall commence on the Effective Date either party may terminate this agreement at any time on notice to the other by email or by means of the Dashboard.
    2. If the Organiser is a Subscriber, this agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a Renewal Period), unless:
      1. either party notifies the other party of termination, in writing before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      2. otherwise terminated in accordance with the provisions of this agreement;

      and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

    3. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice by means of the Dashboard or email to the other party if:
      1. the other party commits a material breach of any term of this agreement which breach is not remediable or (if the breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; or
      2. becomes subject to any insolvency process or procedure.
    4. On termination of this agreement for any reason:
      1. all licences granted under this agreement shall immediately terminate;
      2. the Organiser shall make no further use of the SDK;
      3. Line-Up may destroy or otherwise dispose of any of the Organiser Data in its possession; and
      4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  15. Force Majeure

    Line-Up shall have no liability to the Organiser under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Line-Up or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Organiser is notified of such an event and its expected duration.

  16. Variation

    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  17. Waiver

    No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  18. Rights and Remedies

    Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  19. Severance
    1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  20. Entire Agreement
    1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
  21. Assignment
    1. The Organiser shall not, without the prior written consent of Line-Up, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    2. Line-Up may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
  22. No Partnership or Agency

    The Services are provided by Line-Up to the Organiser in a supplier-customer capacity. Line-Up is not a ticketing agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  23. Third Party Rights

    This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  24. Governing Law

    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  25. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).