Tickets by Phone: 612-874-8892

The following are the rules or "Terms" that govern use of the Vital Culture website ("Site"). By using or visiting the Site, you expressly agree to be bound by these Terms and to follow these Terms and all applicable laws and regulations governing the Site. Vital Culture reserve the right to change these Terms at any time, effective immediately upon posting on the Site. Please check this page of the site periodically. If you violate these Terms of Use, Vital Culture may terminate your use of the Site, bar you from future use of the Site, cancel your ticket order, and/or take appropriate legal action against you.  You must be at least 18 years of age to use the site.  If you, your parent or guardian, have any concerns please fell free to contact us.  By using the site, you affirm that you are over 18 of age or you have recieved legal parental or guardian consent and are able to enter into terms and obligations set forth in these terms.

 

1. Permitted Use

 

 

 

You agree that you are only authorised to visit, view and to retain a copy of pages of this Site for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Site for any purpose other than to review event and promotional information, for personal use, or to purchase tickets or merchandise for your personal use, unless otherwise specifically authorized by Vital Culture to do so.

 

2. Ownership of Materials

 

 

 

All materials on the Site are copyrighted and are protected under treaty provisions and world-wide copyright laws. Vital Culture's materials may not be reproduced, copied, edited, published, transmitted or uploaded in any way without Vital Culture's written permission. Except as expressly stated in the limited licence provision of these terms and conditions, Vital Culture does not grant any express or implied right to you under any of its trademarks, copyrights or other proprietary information.

 

3. Copyright Policy

 

 

 

We will terminate the privileges of any user who uses this Site to unlawfully transmit copyrighted material without a license express consent, valid defence or fair use exemption to do so. In particular, users who submit Content to this Site, whether articles, images, stories, software or other copyrightable material must ensure that the Content they upload does not infringe the copyrights or other rights of third parties (such as privacy or publicity rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the user that they have used this Site as an instrument of unlawful infringement, we will terminate the infringing users' rights to use and/or access to this Site. We may, also in our sole discretion, decide to terminate a user's rights to use or access to the Site prior to that time if we believe that the alleged infringement has occurred.

 

4. Links and Search Results

 

 

 

The Site may automatically produce search results that reference or link to third party sites throughout the Interent. Vital Culture has no control over these sites or the content within them. Vital Culture cannot guarantee, represent or warrant that the content contained in the sites is accurate, legal and/or inoffensive. Vital Culture does not endorse the content of any third party site, nor do we warrant that they will not contain viruses or otherwise impact your computer. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against Vital Culture for any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site. If you have a problem with a link from the Site, please notify us by logging a support request and we will investigate your claim and take any actions we deem appropriate in our sole discretion.

 

5. Disclaimers

 

 

 

Vital Culture does not promise that the Site will be error-free, uninterrupted, nor that it will provide specific results from use of the Site or any Content, search or link on it. The Site and its Content are delivered on an "as-is" and "as-available" basis. Vital Culture cannot ensure that files you download from the Site will be free of viruses or contamination or destructive features. Vital Culture disclaims all warranties, express or implied, including also any implied warranties of merchantability and fitness for a particular purpose. Vital Culture will not be liable for any damages of any kind arising from the use of this Site, including without limitation, direct, indirect, incidental, and punitive and consequential damages.

 

 

 

    * 5.1 Vital Culture makes no guarantee of any specific result from use of this Site or use of the Vital Culture service.

 

    * 5.2 Vital Culture disclaims any and all liability for the acts, omissions and conduct of any third party users, Vital Culture users, advertisers and/or sponsors on the Site, in connection with the Vital Culture service or otherwise related to your use of the Site and/or the Vital Culture service.

 

    * 5.3 Vital Culture is not responsible for the products, services, actions or failure to act of any venue, performer, promoter or other third party in connection with or referenced on the Site. Without limiting the foregoing, you may report the misconduct of users and/or third party advertisers, service and/or product providers referenced on or included in the Site to Vital Culture by logging a support request.

 

    * 5.4 Vital Culture may investigate the claim and take appropriate action, in its sole discretion.

 

 

 

6. Prohibited Content

 

 

 

The following is a partial list of the kind of Content which is illegal or prohibited on the Site. It includes Content that:

 

 

 

    * is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; could be harmful to minors;

 

    * harasses or advocates harassment of another person;

 

    * involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming"

 

    * promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

 

    * promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

 

    * contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

 

    * displays pornographic or sexually explicit material of any kind;

 

    * provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;

 

    * provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

 

    * solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.

 

 

 

7. Consent for communcation and marketing

 

 

 

By selecting to opt into our text & email list, you hereby gives consent to Vital Vinyl, LLC dba Vitalculture.com to communicate and engage in automated telemarketing, texts and emails to the phone number and email entered with offers, promo, event updates, or general purchase information.  You understand purchases can be made without giving this consent by not clicking the opt-in checkbox.

 

 

 

8. Access and Interference

 

 

 

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained thereon or for any other unauthorized purpose without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for your own person, non-commercial use) from the our Site without the prior expressed written permission of Vital Culture.

 

9. Unauthorized Use of the Site

 

 

 

Illegal and/or unauthorized uses of the Site, including, but not limited to, unauthorized ticket sales, unauthorized framing of or linking to the Site, or unauthorized use of any robot, spider or other automated devise on the site, will be investigated and appropriate legal action will be taken, including without limitation civil, criminal and injunctive redress.

 

10. Violation of the Terms

 

 

 

You understand and agree that in Vital Culture’s sole discretion, and without prior notice, Vital Culture may terminate your access to the Site, cancel your ticket order or exercise any other remedy available and remove any unauthorized user Content, if Vital Culture believes that the user Content you provided has violated or is inconsistent with these Terms of Use violated the rights of Vital Culture, another user or the law. You agree that monetary damages may not provide a sufficient remedy to Vital Culture for violations of these terms and conditions and you consent to injunctive or other equitable relief for such violations. Vital Culture may release user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to address an unlawful or harmful activity. Vital Culture is not required to provide any refund to you if you are terminated as a user because you have violated these Terms of Use.

 

11. Limitation on Liability

 

 

 

In no event will Vital Culture be liable to you for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits, even if Vital Culture has been advised of the possibility of such damages.

 

 

 

12. Indemnification

 

 

 

You agree to indemnify and hold Vital Culture, its subsidiaries, affiliates, officers, agents and other partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, including also your use of the Site to provide a link to another site or to upload content or other information to the Site.

 

13. Purchase Policy

 

 

 

VITALCULTURE.COM sells tickets on behalf of promoters, bands and venues which means VITALCULTURE.COM does not set the ticket prices or determine seating locations. Policies set forth by our clients, such as venues, teams and theatres, prohibit us from issuing exchanges or refunds after a purchase has been made or for lost, stolen, damaged or destroyed tickets. When you receive your tickets, please keep them in a safe place. Please note that direct sunlight or heat can sometimes damage tickets. Tickets purchased on VITALCULTURE.COM may be subject to a per ticket service charge and a non-refundable per order processing fee. When purchasing tickets on VITALCULTURE.COM, you are limited to a specified number of tickets for each event. This amount is indicated on the order tickets page and is verified with every transaction. This policy is in effect to discourage unfair ticket buying practices.

 

Tickets purchsed on Vitalculture.com and partner site are typically subject to a per ticket service fee charge and a non-refundable per order processing fee.  In many cases, delivery prices will also be owed. We do add fees on to shipping to cover operation, profits and shipping costs such as stamps, labor, envelopes and packaging.  Purchaser may be able, in some instances, to purchase tickets directly form the venue box office without paying Vital's service fees or other processing fees.

 

Occasionally, events are cancelled or postponed by the promoter, team, performer or venue for a variety of reasons. If the event is cancelled, please contact us for information on receiving a refund from the responsible party. If the event was moved or rescheduled, the venue or promoter may set refund limitations. Contact us for exact instructions. More on cancelled and rescheduled events is available here.

 

 

 

Tickets may be restricted to a maximum number per person, per credit/debit card and, for some events a restriction may apply per household. We reserve the right to cancel tickets without prior notice if purchased in excess if this limit.

 

 

 

 

 

Ticket Sales Terms and Conditions

 

 

 

1. This ticket is issued subject to the Rules and Regulations of the venue, event organizer and promoter. Full details are available on request.

 

 

 

2. Please check your tickets as mistakes cannot always be rectified.

 

 

 

3. It is the responsibility of the ticket holder to ascertain whether an event has been cancelled and the date and time of any rearranged event. If an event is cancelled or rescheduled, we will use reasonable endeavours to notify ticket holders of the cancellation once we have received the relevant authorisation from the event organizer. Please note that we cannot guarantee that ticket holders will be informed of such cancellation before the date of the event.

 

 

 

4. The management reserves the right to refuse admission should patrons breach any Rules and Regulations of the venue, event organizer or promoter. The management may on occasions have to conduct security searches to ensure the safety of the patrons.

 

 

 

5. Every effort to admit latecomers will be made at a suitable break in the event, but admission cannot always be guaranteed.

 

 

 

6. We regret that tickets cannot be exchanged or refunded after purchase. The Management cannot be held responsible for any tickets which are lost or stolen. Vital Culture reserves the right to cancel ticket bookings which it reasonably suspects to have been made fraudulently.

 

 

 

7. Tickets are sold subject to the management’s right to alter or vary the program due to events or circumstances beyond its control without being obliged to refund monies or exchange tickets.

 

 

 

8. If this ticket is re-sold or transferred for profit or commercial gain by anyone other than the promoter, venue Management, Vital Culture or one of their authorized sub-agents, it may be voided and the holder may be refused entry to, or ejected from the venue.

 

 

 

9. The venue may operate a No Smoking policy.

 

 

 

10. The unauthorized use of photographic and recording equipment is prohibited. Tapes or films may be destroyed. Laser pens, mobile phones, dogs (except guide dogs) and patron’s own food and drink may also be prohibited (please check with the venue).

 

 

 

11. The Promoter, venue Management and Vital Culture accept no responsibility for any personal property.

 

 

 

12. Patrons should be advised that official merchandise is usually only available inside the venue.

 

 

 

13. The ticket holder has a right only to a seat of a value corresponding to that stated on the ticket and the Management reserve the right to provide alternative seats to those specified on the ticket.

 

 

 

14. Ticket holders consent to filming and sound recording as members of the audience.

 

 

 

15. There will be no pass-outs or re-admissions of any kind.

 

 

 

16. If a performance is rescheduled, ticket holders will be offered tickets to the rescheduled performance, equivalent to the face value of the ticket. If a performance is cancelled, ticket holders will be offered alternative performances (subject to availability) up to the seat value on the ticket.

 

 

 

17. The ticket holder must comply with all relevant statutes, safety announcements and venue regulations while attending the event.

 

 

 

18. Breach of any of these conditions or any unacceptable behavior likely to cause damage, nuisance or injury shall enable the venue or event management to eject you from the venue.

 

 

 

19. Tickets may be restricted to a maximum number per person. We reserve the right to cancel tickets purchased in excess of this number.

 

 

 

20.  Our use of your information

In general, we may use information that we collect about you in the following ways:

-to process payment for purchases you make;

-to deliver the tickets and services you request;

-to enroll you in programs in which you choose to participate;

-to manage your account and provide you with customer service;

-to perform research and analyze your use of, or interest in, our products, services or content (or products, services or content offered by others on the Website);

-to communicate with you by e-mail, regular mail, telephone and/or mobile devices about products or services that may be of interest to you either from us, our affiliated companies or other third parties.

-to help us develop and display content and advertising tailored to your interests on the Website and other websites;

-to verify your eligibility and deliver prizes in connection with contests and sweepstakes;

-to enforce our terms and conditions;

-to protect against or identify fraudulent transactions;

-to generally manage our business; and

-to perform other functions, which we will describe to you at the time we collect the information.

 

21. When you purchase tickets to, register for or donate to an event through the event page, or through a related fundraising page on the Services, we provide the Personal Data entered on the applicable event or related fundraising page to the Organizers of such event or related fundraising page. For fundraising pages, we may provide your Personal Data both to the Organizer charity of the fundraising page and the Organizer of the event to which the fundraising page is linked. In some instances, an Organizer may appoint a third party, which may or may not be affiliated with the Organizer, to create an event or fundraising page on its behalf (we call these third parties "Third Party Organizers"). For example, and without limitation, a concert venue (the Organizer, in this case) may allow third party promoters or production companies (the Third Party Organizers) to create events that will be hosted at the Organizer's venue using its Eventbrite account. In that case, we may provide your Personal Data associated with the event to both to the Organizer, and its appointed Third Party Organizer that created the event or fundraising page. You agree that we are not responsible for the actions of these Organizers, or their Third Party Organizers, with respect to your Personal Data. It is important that you review the applicable policies of the Organizers, and if applicable and available, their appointed Third Party Organizers, of an event (and the related fundraising page, if applicable) before providing Personal Data or other information in connection with that event or related fundraising pag

 

 

 

 

VITAL CULTURE EVENT TICKET SELLER/PRODUCER TERMS OF USE AND AGREEMENT

 

Event Producer and/or ticket seller agrees to all of the following Vital Culture terms and policies:

 

1. Producer- Event Producer, promoter, ticket seller, venue representatives, or other authorized agents providing services or events for which tickets are sold are hereinafter referred to as "Producer". Producers using Vital Culture ticket selling services agree and understand these terms are a legal, binding, and enforceable agreement. Producer agrees they are authorized to sell tickets for events or services. Fraudulent representation by a Producer, or of event(s), is a criminal offense, which voids this agreement and allows Vital Culture to fully refund tickets to ticket purchasers. Vital Culture will assist law enforcement in prosecuting any fraudulent use of Vital Culture ticket sales services, and will legally seek any and all compensation for damages due to fraudulent representation.  Ticket seller is responsible for any fraud transactions.   Vital will refund any transacations at an time for any transactions that have been reported as credit card fraud.  It is the ticket seller's responsible to limit fraud by checking IDs and credit card at the door.

 

2. Vital Culture - Vital Culture is an independent company providing ticketing services for event Producers and venues. Vital Culture is not affiliated with any event producers or others providing services or events for which tickets are purchased. Vital Culture is solely acting as an intermediary between Producer and ticket purchaser for specific events. Vital Culture assumes no liability incidental to the event for which tickets are sold or purchased.

 

3. Scope of Agreement and Amendments - This agreement is limited to the individual event for which Producer is using Vital Culture ticket sales services (with exception to terms in section 11 of this Agreement "Event Cancellation", if it applies). Vital Culture reserves the right to change or modify the Producer terms of use and agreement at any time for subsequent events.

 

4. Amendments - Vital Culture reserves the right to amend this agreement at any time.

 

5. Event Promotion and Advertising - This Agreement does not obligate Vital Culture to promote or advertise the event for which tickets are sold. Producer acknowledges and understands it is Producer's sole responsibility to promote and/or advertise the event.

 

6. Ticket Pricing - For most events, Vital Culture provides Ticket sellers or Producers with a ticket sales services with no initial fees or start-up charges. Ticket pricing is solely determined by Ticket sellers/Producers along with added seller service fees.  However, as a seller, you are exclusively responsible and agree to remitting, reporting and collecting of all applicable taxes for all city, municipal, county, district, state and federal taxes and sales tax on any of the funds collected and paid out to you.  

 

 

7. Ticket Purchaser Fees - Ticket purchasers will pay a service fee as defined on the Vital Culture Pricing Page:  

 

8. Possible Additional Fees - Should Producer choose, a third party entity may provide ticketing services through Vital Culture ticket processing system. In such an instance the third party may charge a handling fee to ticket purchaser, to be determined by agreement between Producer, Vital Culture, and the third party. Likewise, a venue may charge a venue fee to ticket purchasers in an amount to be determined by Producer, Vital Culture, and the Venue.

 

9. Point of Sale Terminals - In addition to on-line ticket sales, mobile ticket sales, or ticket sales by telephone through the Vital Culture call center, Vital Culture may sell event tickets through point of sale terminals at various locations at its own discretion. Producer understands that event tickets may or may not be offered for sale through Vital Culture point of sale terminals. Event Producer understands and agrees that point of sale terminal locations may change at any time and/or that Vital Culture may cease to offer point of sale terminal ticket sales for any and/or all events.

 

10. Ticket Availability and Over Sale Charges - Producer is solely responsible for setting the number of tickets available for purchase for each event. Producer agrees that the number of tickets for sale is within the legal fire regulations and venue capacity limitations as set forth by the city, municipality, county, district, state, and/or federal codes and/or laws. If over sales of tickets occur, Producer agrees the full ticket price, plus any and all Vital Culture services fees, will be refunded to ticket purchasers holding unused tickets. Producer further agrees that Producer will pay Vital Culture for the full ticket price and refunded service fees for tickets that are refunded due to over sale, and that said totals will be deducted from the total face value event ticket sale amount to be paid to Producer. Vital Culture reserves the right to withhold payment to Producers for up to 90 days after an event ends for events where tickets were over sold in order to provide refunds as necessary.

 

11. Event Cancellation - Producer agrees to notify Vital Culture immediately after the decision to cancel an event is made. Vital Culture reserves the right to issue full refunds to ticket purchasers, including service fees, for the canceled event. Producer agrees that if an event is canceled and full refunds are issued to ticket buyers, Producer will pay Vital Culture for any and all service fees originally charged to the ticket buyer, and additional costs, including but not limited to, credit card charge back fees related to refunding tickets. Producer may offer replacement tickets for similar event(s) in place of a refund for the canceled event, however, ticket purchaser is not obligated to accept replacement tickets in the place of a full refund. Should Producer opt to offer replacement tickets for a similar event(s), Producer agrees to pay Vital Culture for each replacement ticket an additional fee equivalent to the "Physical Tickets for Free Events" price for the event's currency. This price can be found here: Fees will apply for replacement tickets for tickets sold in all other currencies (contact a Vital Culture representative for costs).

 

12. Rescheduled Events - Producer agrees refunds will be given to ticket purchasers for rescheduled events at the ticket purchaser's request. Should a ticket purchaser request a refund due to a rescheduled event, Producer agrees to pay Vital Culture for any and all service fees originally charged to the ticket buyer, and costs, including but not limited to any and all credit card charge back fees related to refunding tickets due to rescheduled events.

 

13. Change of Event Venue or Change of Event - Should the listed event venue change for any reason, Producer agrees that refunds will be given to ticket purchasers at the ticket purchaser's request. Additionally, should there be a change in the event, Producer agrees that refunds will be given to ticket purchasers at ticket purchaser request. Should a ticket purchaser request a refund due to an event venue change or event change, Producer agrees to pay Vital Culture for any and all service fees originally charged to the ticket buyer, and costs, including but not limited to, any and all credit card chargeback fees related to refunding tickets due to a change in the event venue or the change in the event.

 

14. Ticket Refund Policy - Producer agrees that at the event ticket purchaser's request, and at Vital Culture' sole discretion, Vital Culture may refund the face value of event tickets purchased through Vital Culture until ticket sales for that event end. Event ticket sales are final after sales have ended.

 

15. Account Settlement

 

a. Ticket Sales Processed into the Vital Culture Merchant Account

 

Generally, Vital Culture will mail a check/cheque payment, via USPS in the U.S. or Canada, to Producer within ten (10) business days after the event end date. However, Vital Culture cannot guarantee Producer will receive the check within ten (10) business days due to sometimes inconsistent delivery times by the United States Postal Service. If Producer has not received the check thirty (30) days after the event ends, Vital Culture will issue a replacement check, and put a stop payment on the original check, at no charge to Producer. If Producer has not received the check fifteen (15) days after the event ends and does not want to wait thirty (30) days, Producer can request a replacement check, but must pay a US$35.00 fee to stop-payment the original check.

 

All payments will be for the face value of tickets sold, minus any service fees or costs to Producer for ticket over sales (see Ticket Availability and Over Sale Charges terms above), canceled events, rescheduled events, or replacement ticket fees (see Event Cancellation and Rescheduled Event terms above). Should Producer be delinquent in payment of any loans, costs, and/or fees to Vital Culture for any other or prior scheduled event or contractual agreement between Vital Culture and Producer, Producer agrees that Vital Culture may offset any such outstanding balances with funds from a current event prior to paying Producer. Producer agrees and understands that Vital Culture has the right to withhold any and all payments to Producer for up to 90 days after the end of the event for any reason.

 

b. Ticket Sales processed through Producer's credit card processor into their own Merchant or other account.

 

A Producer may choose to process credit card purchases into their own merchant account, or through their PayPal account, Google Checkout account, or Amazon Payments account. In these cases, Producers assume all responsibility for credit card processing charges and fees, as determined by their arrangement with one of the foregoing companies they utilize. Vital Culture will continue to provide all ticketing services but for the actual credit card processing. The standard Vital Culture service fees will still be paid by the ticket buyer, but will be balanced out in the following manner:

 

Producer Merchant Account: All ticket buyer service fees will be deposited directly in Producer's merchant account. Vital Culture will invoice Producer for the per ticket flat rate fee, plus 1% of the ticket face value fee. Producer agrees to pay Vital Culture the agreed upon service fees within 5 days after the event ends. Interest will apply to delinquent balances at 12% annually. If payment of service fees is over 5-days delinquent, Vital Culture reserves the right to discontinue processing ticket purchases through the Producer's merchant account and instead process the ticket sales through the Vital Culture merchant account. 

 

 

16. Box Office - Producers may choose to use Vital Culture on site Box Office features to sell tickets in addition to the Vital Culture website, telephone, mobile, and point of sales terminals. Producer takes full responsibility for use of Producer's box office ticket sales. Vital Culture is in no way responsible for tickets sold through the Producer's box office, including but not limited to, any will call lists created for tickets sold by Producer's box office account, any fraud, negligence, or errors committed by Producers or their representatives, and/or any other reason when using the box office account.

 

17. Will Call Tickets - Producer may offer will call tickets for events. However, even if Producer is not offering will call tickets for an event, Producer agrees to accept a limited number of will call tickets to individuals who did not receive physical tickets in time for the event, for whatever reason. Vital Culture will provide a list of such ticket purchasers to the Producer prior to the event. It is the Producer's responsibility to verify the identity of the ticket purchaser by either photo identification or the last four digits of the credit card used to purchase the tickets.

 

At times, ticket purchasers may believe they purchased tickets for an event, but the order was not processed or there was an error. Vital Culture will provide Producer with a Discrepancy Form to give to such ticket purchasers who arrive at the scheduled event and their names are not on the will call list. The information on the Discrepancy Form will allow Vital Culture to research and follow-up on whether said ticket purchasers already paid for event tickets. If the tickets were already paid for, the information on the discrepancy form will be destroyed. If the tickets were not already paid for, Vital Culture will use the information to charge the ticket purchaser for attendance at the event. It is Producer's responsibility to ensure the Discrepancy Form is filled out accurately. Any inaccuracies may result in non-payment to Producer of said will call ticket purchaser's ticket.

 

18. Indemnification and Hold Harmless

 

a. At its own expense, Producer agrees, acknowledges, and understands it will indemnify and hold harmless Vital Culture, its officers, agents, employees and assigns, from and against all claims, demands, losses, costs, penalties, damages, judgments and suits at law or in equity, of whatsoever nature (hereafter "actions"), brought against Vital Culture arising from, in connection with, or incident to the performance of, or failure to perform the provisions of this Agreement by Producer, its officers, agents, employees or assigns. Producer further agrees to defend Vital Culture in any litigation, including payment of any costs or attorney's fees, for any claims or action commenced thereon arising out of or in connection with such acts or activities authorized by this Agreement.

 

b. The above indemnity obligation shall not include such claims, costs damages or expenses that may be caused by the sole responsibility of Vital Culture. Additionally, if the claims or damages are caused by or the result from the concurrent negligence of (a) Producer, its officers, agents, employees or assigns and (b) Vital Culture, its officers, agents, employees or assigns, this indemnity provision shall be valid and enforceable only to the extent of the negligence of Producer and that of its officers, agents, employees or assigns.

 

19. Severability - If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect.

 

20. Limitation of Liability - Producer understands and agrees that Vital Culture 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 Vital Culture has been advised of the possibility of such damages). Some jurisdictions do not allow the exclusion of the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In no event will Vital Culture' total cumulative damages exceed US$100.00.

 

21. Disclaimer of Warranties - Producer understands and agrees that the Vital Culture ticketing service is provided on an "as is" and "as available" basis, and that Vital Culture assumes no responsibility for the timeliness, deletion, failure to store, or retention of any user communications or personalization settings. Vital Culture will not be liable for failure to perform any obligation under this Agreement if such failure is caused by Internet outages or delays, unauthorized access (hacking), earthquakes, communications outages, fire, flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable, control of Vital Culture.

 

22. Ownership of Intellectual Property - Producer agrees not to post material that Producer does not have an ownership right of patent, copyright, and/or other intellectual property right to. Vital Culture reserves the right to remove any content from an event page or custom Producer page that may infringe on the intellectual property rights of a third party.

 

23. Disputes

 

a  Governing Law and Venue - The parties agree that any dispute will be governed by the laws and codes of the State of Minnesota.

 

24. Entire Agreement - This Agreement, together with all attachments hereto, constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this Agreement shall be valid and effective unless evidenced by an agreement in writing.

 

25. Effective Date - These terms, conditions and policies are effective as of January 1, 2007.