ITHEATREINC.COM TERMS OF USE

(Effective as of July 23, 2008)

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS ON WHICH ITHEATRE INC. OFFERS YOU ACCESS TO OUR SERVICES. BY USING ITHEATRE INC.’S SERVICE OR VISITING THIS SITE, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, INCLUDING WITHOUT LIMITATION ITHEATRE INC.’S PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN PARAGRAPHS 1 THROUGH 24 OF “ITHEATRE INC. TERMS OF USE” AND PARAGRAPHS 1 THROUGH 16 OF “ITHEATRE INC. PRIVACY POLICY”, YOU ARE NOT AUTHORIZED TO ACCESS OR USE ITHEATRE INC’S SERVICES OR THE ITHEATREINC.COM WEBSITE.

1. OVERVIEW

Welcome to the user agreement (“Agreement” or “User Agreement” or “Terms of Use”) for iTheatre Inc. (“iTheatre Inc.” or the “Company” or “we” or “us” or “our”). This Agreement describes the terms and conditions applicable to your use of our services, including without limitation the iTheatreInc.com web site (“Site”), iTheatre Inc.’s call center phone services, and all other services provided by the Company (“Service”). By using the Service or completing the registration process, you agree to accept the terms and conditions of this Agreement.

We strongly recommend that as you read this User Agreement you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a iTheatre Inc. user.

BY USING ITHEATRE INC.’S SERVICE OR VISITING THIS SITE, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, INCLUDING WITHOUT LIMITATION ITHEATRE INC.’S PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN PARAGRAPHS 1 THROUGH 24 OF “ITHEATRE INC. TERMS OF USE” AND PARAGRAPHS 1 THROUGH 16 OF “ITHEATRE INC. PRIVACY POLICY”, YOU ARE NOT AUTHORIZED TO ACCESS OR USE ITHEATRE INC.’S SERVICES OR ITHEATRE INC.’S WEBSITE.

iTheatre Inc. respects the rights and privacy of our users. Please review the Privacy Policy for further information on how we preserve the confidentiality of the information you provide to us.

We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective immediately upon being posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and iTheatre Inc. Your continued use of the Site and the Service following iTheatre Inc.’s posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site.

2. WHAT WE DO

iTheatre Inc. provides a service that allows buyers (“Buyers”) to find, interact with, and purchase from sellers (“Sellers”), who provide pre-specified services and activities (“Activities” or “Activity”). It is important to remember that iTheatre Inc. simply acts as a facilitator to allow the purchase and sale of Activities. As a result, we have no control over the quality, safety or legality of the Activities advertised, the truth or accuracy of the listings, the ability of Sellers to sell, deliver and operate Activities, or the ability of Buyers to pay for Activities and our liability for any damages resulting from the Service or Activities is limited pursuant to the terms and conditions in this Agreement. As either a Buyer or Seller, you should exercise the same level of care and judgment that you would use when transacting through traditional classified advertisements. We cannot ensure that a Buyer or Seller will actually complete a transaction.

a. IDENTITY VERIFICATION

Because user verification on the Internet is difficult, iTheatre Inc. cannot, does not, and is not obligated to, confirm each user’s purported identity. We have created a user-driven rating and review (“Rating” and/or “Review”) system to help Buyers evaluate Sellers based on previous Buyers’ interactions with the Seller. We also encourage Buyers and Sellers alike to communicate directly with each other through the tools available on the Site. In the event you rely upon a Rating or Review to select Activities, you accept the risks of the Ratings containing inaccurate information.

b. INFORMATION CONTROL

We do not control the information provided by other users that is made available through our Service. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense, and practice safe trading when using the Service. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with foreign nationals who may operate under a different set of legal and cultural standards. By using this Service, you agree to accept such risks and iTheatre Inc. is not responsible for the acts or omissions of users on the Service.

3. USAGE AND MEMBERSHIP

iTheatre Inc.’s Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended iTheatre Inc. members. If you are under the age of 18, you can use this Service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Service.

Further, your iTheatre Inc. Account (including Ratings and Reviews) and member name may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. You will need a member name and password to access many of iTheatre Inc.’s Services. You are solely responsible for maintaining the security of your member name and password and for all activity that occurs under your member name and password. You should not disclose your member name or password to any other person, because you are responsible for any action taken under your member name or password. You are obligated to inform us immediately if you ever suspect that anyone else has gained access to your password.

4. FEES AND SERVICES

Joining and browsing Activities at iTheatre Inc. is free and subject to the Terms of Use. If you decide to buy or sell Activities at iTheatre Inc., you additionally agree to the Buyer and Seller policies below, including without limitation all fees. Your use of iTheatreInc.com, your Account, or the Services (“your Use”) is provided at the sole discretion of iTheatre Inc., therefore, without notice or explanation, we may modify or terminate your Use at any time, for any reason or for no reason, including without limitation section 14 of these Terms of Use. We may change these policies and the fees for our Service from time to time and such changes are effective immediately when posted on the Site. We may also choose to temporarily change our policies and the fees for our Services for promotional events (for example, discounted commission days) and such changes are effective when we post the temporary promotional event on the Site. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. You are responsible for paying all fees associated with using our Service and the Site and all applicable taxes.

5. CREDIT CARD INFORMATION

iTheatre Inc. uses secure forms to enable you to enter your credit card information. The transmitted credit card information is protected by the industry standard Secure Socket Layer format (SSL), which protects information from third party intrusion through encryption. iTheatre Inc. is a Verisign secure site. However, as effective as our system may be, no security is impenetrable and we cannot guarantee the security of our database or your information as it is in transit between you and us.

Before your credit card is charged with anything you will have the opportunity to review, modify, and confirm the fee-producing transaction you are contemplating. You will be given every opportunity to understand and expressly agree to all charges before they are applied to your credit card or assessed to your iTheatre Inc. Account. Specifically, this includes without limitation:

- As a Seller, before your Activity goes live on the Site you will have an opportunity to review, modify or accept the posting.

- As a Buyer, before you purchase a posted Activity you will have an opportunity to review your purchase before your credit card is charged, and expressly agree to the fees that you will be charged.

6. BUYER POLICIES

Our goal at iTheatre Inc. is to make your purchasing experience easy and efficient. We take your satisfaction very seriously and the following purchase policies are designed to ensure your understanding of the purchase process at iTheatre Inc.. When purchasing from a iTheatre Inc. Seller, you are buying a ticket (“Ticket”) to attend the specified Activity. For the avoidance of doubt, all references to Ticket, Activity, Activities and Order shall be deemed to include products, services or upgrades the Seller offers to the Buyer (“Extra”) that a Buyer purchases from a Seller through iTheatre Inc.’s Service. For the avoidance of doubt, all references to Activity, Activities, Ticket, Order and Extra include a Gift Certificate, except, to the extent that there is a conflict between the specific sections referring to a Gift Certificate (by way of example section 6(k)) and general sections of these Terms then the definition, and treatment, of a Gift Certificate in the specific sections shall be binding.

a. CURRENCY

All prices are stated in Canadian dollars, unless specified otherwise.

b. PRICING AND AVAILABILITY

iTheatre Inc. provides a service through which you can buy Activities that are provided by people and companies who are unrelated to iTheatre Inc.. All decisions on pricing and Ticket availability are made by these Sellers, and iTheatre Inc. has no role in determining these prices and availabilities. Prices are per person, unless otherwise specified.

c. ACTIVITY DESCRIPTIONS AND SELLER POLICIES

Whenever a Seller lists an Activity for sale on iTheatre Inc., the Seller specifies all relevant descriptions and terms for that Activity. The description and terms may include without limitation a general description; a description of what is not included in the purchase price; the meeting location, start time and duration of the Activity; specific policies you must agree to when purchasing that particular Activity; and answers to Frequently Asked Questions.

Neither iTheatre Inc. nor the Seller can control all information regarding these Activities that may be listed in third-party sources (for example, press coverage and other websites). As a result, when you buy an Activity, you should do so relying only on the Activity’s details as listed by the Seller on iTheatreInc.com at the same time that you are purchasing your tickets. Information from any other source is not relevant, and has no impact on the terms of your purchase.

Specifically, there are two types of information that are expressly not relevant to your purchase, and which you should ignore when buying tickets through iTheatre Inc.:

1) Information garnered from any other sources, including but not limited to: press articles and media coverage; any other website besides iTheatreInc.com (including any web sites run by the Seller itself); paid advertisements, and; advice from individuals who have taken this Activity in the past.

2) Any changes to this Activity’s listing on iTheatreInc.com which were made AFTER the purchase was completed.

When purchasing any Tickets to an Activity through the Service, whether online, over the phone, or through any other channel, you will be deemed to have agreed to that Activity’s terms and policies, as specified by the Seller on iTheatreInc.com, in addition to these iTheatre Inc. Terms of Use.

d. COMMITMENT

When you elect to buy an Activity through the Service, you are agreeing to pay for that Activity and you are authorizing iTheatre Inc. to charge your credit card for the full amount, including any service fees. In all such Ticket purchases, the person making the purchase shall be deemed to have accepted the purchase conditions on behalf of the persons named as the attendees for the Activity.

When purchasing tickets, you are often able to include a personal message for the Seller of the Activity for which you are purchasing tickets. This message is purely for informational purposes, for you to communicate something to this Seller. Under no circumstances will anything you have written nullify or modify any of the terms of your purchase.

e. TYPES OF TICKET PURCHASES

You may be able to purchase Tickets for Activities offered by Sellers in two ways, subject to the terms and conditions of these Terms of Use:

(1) you may choose to select a specific date and time and immediately be provided with the Ticket Code that allows admission to an Activity, or,

(2) you may prepay for a specific Activity without selecting a date and time, by choosing the gift certificate option. Gift Certificates must be redeemed for Tickets before they can be used for admission to an Activity.

Nothing contained in these Terms shall be deemed a guarantee that a Seller will offer Gift Certificates for an Activity.

f. CREDIT CARD CHARGE

iTheatre Inc. allows Buyers to purchase one or more Activities in a single credit card purchase (“Order”), even when the Activities are provided by different Sellers. Immediately upon purchasing an Order, iTheatre Inc. charges the Buyer’s credit card for the total price of all Activities in the Order. The total charges for the Order therefore includes: the total Ticket price (less any applied discount), plus the total service fees, plus any taxes (as specified by the Seller), for each and every Ticket in this Order.

At no time does iTheatre Inc. provide the Buyer’s credit card information to the Seller. The credit card charge is paid to iTheatre Inc., and the Seller is compensated for the sale according to the payment policy in the Seller Policies section below.

g. PAYMENT METHODS

iTheatre Inc. currently accepts MasterCard, Visa, American Express and PayPal as the only accepted methods of payment for the Service and Activities.

h. DISCOUNTS AND PROMOTION CODES

Sellers may, at their sole option, choose to offer discounts on an Activity. Discounts are subject to the restrictions of the Seller. In order to obtain a discount that has a promotion code assigned by the Seller, a Buyer MUST provide the promotion code for the discount BEFORE agreeing to charge his credit card for the Order. Additionally, a Seller may create an automatic discount available under certain circumstances, including by way of example only, a 25% discount on second ticket purchased. In all instances, including without limitation error subject to Section 6(m), discounts cannot and will not be retroactively applied to an order after the Order has been processed and the credit card has been charged. iTheatre Inc. is not obligated to inform Buyer that a promotion is available and is not responsible to a Buyer for purchasing an Activity at full price when a discount may have applied to Buyer.

i. ORDER CONFIRMATION

In the event that you do not receive a Ticket Code (as defined in Paragraph 6j below) for a specific Event, or a Gift Certificate Code (as defined in Paragraph 6k below) after submitting payment information, or you experience an error message or service interruption during the processing of your Order, it is your responsibility to contact iTheatre Inc.’s Customer Service department to confirm that your Order has been processed. Do not assume iTheatre Inc. knows of the error; you may be the only person that is aware of any problems that occurred during the purchase process. You will be solely responsible for any losses you incur as a result of your failure to contact Customer Service in a timely manner or confirm processing of the Order.

j. DELIVERY OF TICKETS / PROOF OF PURCHASE

A. HOW YOUR TICKET CODE WORKS

When you purchase Tickets through iTheatre Inc., a unique ticket code (“Ticket Code”) is generated. This Ticket Code is of the structure XXXXXX – 999, where the X’s each represent a random letter between A and Z, and where the 9’s represent a random number between 0 and 9.

A separate Ticket Code is generated for each Activity you have purchased - so if you purchased tickets for two different Activities in one Order, you will receive two separate Ticket Codes in the confirmation of the Order. Additionally, each Ticket Code can be valid for multiple people - for instance, if you buy, as part of one purchase, tickets for three people to take one Activity at a given time, you will be provided only one Ticket Code which is good for all three people to attend that Activity.

B. RETRIEVING YOUR TICKET CODE

Immediately upon purchasing an Activity, the Ticket Code is communicated to the Buyer and the Seller in the following ways:

(1) The Buyer is given the entire Ticket Code, including both the six letters and the 3 numbers. This Ticket Code is communicated to the Buyer in one or more of the following ways: (a) read to you over the phone, if requested by you, during phone Orders; (b) displayed on your Order’s e-ticket, which is linked to from your Order’s confirmation page and can also be accessed later by signing in to iTheatreInc.com; (c) emailed to you immediately upon your credit card being charged and your purchase being completed.

(2) The Seller is given ONLY the first six letters of the Ticket Code, but is NOT provided the 3 numbers. These first six letters of the Ticket Code are displayed to the Seller in their booking system on iTheatreInc.com so that they are aware of your purchase.

C. PROVIDING YOUR TICKET CODE TO THE SELLER

In order to attend the Activity you purchased, you will need to provide your full Ticket Code (including the last 3 numbers) to the Seller, at the start of the Activity. Bringing a print-out of either of the following which clearly displays your Ticket Code, will serve as proof of your purchase and allow you admittance to the Activity:

(1) your e-ticket (which you can click to after an online purchase at iTheatreInc.com, or which you can access at any time by logging into your Account at iTheatreInc.com)

(2) the confirmation e-mail that is sent immediately upon your ticket purchase (which is sent to the email address you provided to iTheatre Inc. during your phone or online order)

Each print-out will contain your full Ticket Code, the number and type of tickets you purchase, the exact meeting location, and other important information.

If you are unable to print your e-ticket or confirmation email, you may alternatively write down your full Ticket Code, and provide it to the seller at the Activity.

THE FULL, UNIQUE TICKET CODE, INCLUDING THE 3-DIGIT SUFFIX, MUST BE PROVIDED TO THE SELLER AT THE TIME OF THE ACTIVITY. WITHOUT RECEIVING THIS TICKET CODE, THE SELLER IS UNDER NO OBLIGATION TO DELIVER YOUR PURCHASED ACTIVITY.

D. RESPONSIBILITY TO RECEIVE YOUR TICKET CODE

All Buyers (except those that: (a) purchase via phone; (b) indicate during their purchase that they do not have email access; and (c) write down the Ticket Code and meeting information during their purchase phone call) must have access to a personal e-mail account and are required to check the account frequently when buying Activities.

If your Ticket Code is emailed to you, please make sure you check for this email soon after your Order is complete. Due to the rapidly changing environment surrounding emails, only you can know whether you have received your confirmation email or not. iTheatre Inc. cannot be held liable when you have not retrieved your confirmation email, for any reason, including without limitation the following:

- Not checking your email in time

- Miscommunication of your email address (either by typos or miscommunications during phone purchases)

- Spam (ie, junk mail) filters that block any emails from your account or which sort emails into folders which you may overlook

- Your email account being unavailable for any reason, including without limitation being over storage quota, suspensions, etc.

If a confirmation email was sent for your Order, your tickets are deemed to have been delivered to you whenever this email is sent by iTheatre Inc.’s server to the email address included with your iTheatre Inc. Order, even if you do not receive this email nor retrieve the email from your account.

k. DELIVERY OF TICKETS / PROOF OF PURCHASE FOR GIFT CERTIFICATES

A. HOW YOUR GIFT CERTIFICATE CODE WORKS

When you purchase a Gift Certificate for a certain number of tickets through iTheatre Inc., a unique gift certificate code (“Gift Certificate Code”) is generated. This Gift Certificate Code is of the structure XXXXXXXX, where the X’s represent a random digit or number.

A separate Gift Certificate Code is generated for each Gift Certificate you have purchased - so if you purchased tickets for two different Activities in one Order, you will receive two separate Gift Certificate Codes in the confirmation of the Order. Additionally, each Gift Certificate Code can be valid for multiple people - for instance, if you buy, as part of one purchase, a Gift Certificate for three people to take an Activity, you will be provided only one Gift Certificate Code.

The Gift Certificate does not give you the right to attend the Activity. In order to attend the Activity, you must redeem the Gift Certificate for Tickets, accepting all the Terms and Conditions as a Buyer of a Ticket, and receive a Ticket Code, as set forth in section 6(j). Redemption of a Gift Certificate is subject to the availability of Tickets for the Activity.

B. RESPONSIBILITY TO DELIVER YOUR GIFT CERTIFICATE

You may purchase Gift Certificates either for yourself or for a third party. Whether the recipient is you or a third party, it is the Buyer’s responsibility to ensure that the Gift Certificate is delivered to the recipient. If the Buyer chooses, iTheatre Inc. can email the Gift Certificate to the Recipient at an email address specified by the Buyer during Purchase. This service is provided as a convenience to the Buyer, and does not negate the Buyer’s responsibility to make sure that the Gift Certificate was received by the intended recipient. Alternatively, the Buyer may print the Gift Certificate and provide the Gift Certificate Code to the Recipient.

Due to the rapidly changing environment surrounding emails, iTheatre Inc. may not know whether the email to the recipient has been received or not, and cannot be held liable if the intended Recipient of the Gift Certificate did not receive the email, for any reason, including without limitation the following:

- Recipient not checking their email

- Miscommunication of the Recipient’s email address

- Spam (ie, junk mail) filters that block any emails from the Recipient’s account or which sort emails into folders which they may overlook

- The Recipient’s email account being unavailable for any reason, including without limitation being over storage quota, suspensions, etc.

If a confirmation email was sent for your Order, your Gift Certificates are deemed to have been delivered to you whenever this email is sent by iTheatre Inc.’s server to the email address you indicated, even if the Recipient does not receive this email or fails to retrieve the email from their account.

C. SECURITY OF GIFT CERTIFICATE CODE

Any person can redeem the Gift Certificate for Tickets as long as they know the Gift Certificate Code. Therefore, the Buyer and Recipient are solely responsible for maintaining the security of the Gift Certificate Code. iTheatre Inc. is not responsible for lost or stolen Gift Certificates, and cannot replace a lost Gift Certificate or restore value to Gift Certificates that have been used by a party other than the intended recipient.

l. REDEEMING YOUR GIFT CERTIFICATE

A. GIFT CERTIFICATE LIMITATIONS; NO CASH VALUE, NO REFUNDS

A Gift Certificate purchased through iTheatre Inc. is only valid for the number and type of Tickets specified by the Buyer and is limited to the Activity specified by the Buyer when purchasing the Gift Certificate. For the avoidance of doubt, iTheatre Inc. does not offer Gift Certificates that are valid for all Activities on iTheatre Inc.; Gift Certificates are offered by a specific Seller to Buyers for a specific Activity.

The Seller may offer the party redeeming a Gift Certificate (“Certificate Holder”) the opportunity to apply the Gift Certificate to a different Activity or type of Ticket offered by the Seller, however, there is no guarantee that the Seller will offer an alternative that the Certificate Holder will be able use.

You understand that when you purchase a Gift Certificate, as between you and iTheatre Inc., you solely burden the risk that the Gift Certificate will not be redeemable by the Certificate Holder, including without limitation due to circumstances beyond iTheatre Inc.’s control, by way of examples only, Seller terminates the Activity, recipient can not attend any dates the Activity is offered, Seller terminates its business, or circumstances which occur between the date Gift Certificate is purchased and the date the Certificate Holder attempts to redeem the Gift Certificate.

When you purchase a Gift Certificate you agree that you will look solely to the Seller for claims of redemption and in the event of a dispute, you forever release iTheatre Inc. from any claims, including without limitation claims for a refund or any claims based on a failure of the Seller to honor the Gift Certificate or provide the Activity.

B. TICKET VALUE OF GIFT CERTIFICATE

When purchased a Gift Certificate is assigned a Ticket Value equal to the number and type of Tickets purchased by the Buyer for a specific Activity (“Buyer Activity”).

C. DOLLAR VALUE OF GIFT CERTIFICATE

The amount originally paid by the Buyer is known herein as the Dollar Value of the Gift Certificate. The assignment of a Dollar Value does not create a cash value for the Gift Certificate, it is simply a value assigned within the iTheatre Inc. system to provide for redemption of a Gift Certificate pursuant to these Terms.

D. HOLDER REDEEMS FOR BUYER ACTIVITY

Certificate Holder may redeem the Gift Certificate as originally issued (selecting the same Ticket Value for the same Buyer Activity) at no additional charge for as long as the Seller continues to provide the Buyer Activity and the types of tickets purchased on the Gift Certificate. Without limiting the foregoing, any additional purchases made during the redemption of the Gift Certificate must be paid for by the Certificate Holder to complete the transaction.

In the event the Certificate Holder redeems the Gift Certificate for the Buyer Activity, but does not use the entire Ticket Value (by way of example only, Certificate Holder selects less Tickets than Buyer selected) the Ticket Value of the Gift Certificate will be reduced by the number of Tickets redeemed and the Gift Certificate Code will remain valid for the remaining unused Ticket Value.

E. HOLDER DOES NOT REDEEM FOR BUYER ACTIVITY OR REDEEMS FOR DIFFERENT TICKET TYPES

In the event Seller offers Certificate Holder the option to redeem the Gift Certificate for a different Activity or type of Ticket than the Buyer Activity, upon an attempt to redeem for a different Activity or type of Ticket, Certificate Holder will be advised of the Dollar Value and will be provided with the opportunity to apply the Dollar Value to the Seller’s other Activities. In no event shall Seller be required to refund to Certificate Holder any unused portion of the Dollar Value. In the event the value of the Activities or type of Ticket selected by Certificate Holder exceeds the Dollar Value, the Certificate Holder must pay for any additional costs or charges to complete the transaction.

F. GIFT CERTIFICATE EXPIRATION

Seller may choose to display a due date on the Gift Certificate, however, Gift Certificates do not expire, and can be redeemed for as long as the Seller continues to offer the Activity selected by the Buyer when purchasing the Gift Certificate. However, a delay in redemption of the Gift Certificate increases the chance that the Certificate Holder may not be able to redeem the Gift Certificate and you will lose the value paid for the Gift Certificate. By way of example only, in the event the Seller no longer offers the Activity, Seller may not have an obligation to redeem the Gift Certificate for another Activity and shall not be obligated to refund the value of the Gift Certificate to the Buyer.

G. NO REFUNDS; NOT REDEEMABLE FOR GIFT CERTIFICATES; ONE CERTIFICATE PER TRANSACTION

Gift Certificates do not have an independent cash value, are not redeemable for cash and are not refundable to Buyer by iTheatre Inc., to the extent of the applicable law. Gift Certificates cannot be redeemed for purchases of Gift Certificates. Multiple Gift Certificates can not be used for the same Purchase. All restrictions applicable to Tickets, except to the extent that the provision specifically conflicts with the provisions contained in this section 6k, are applicable to Gift Certificates.

m. PRICING ERRORS

If the amount you pay for an Activity is clearly or grossly incorrect, resulting from any error, including without limitation an error in a price posted on the Site or otherwise communicated to you, or a malfunction of the Site or other iTheatre Inc. operated system, then iTheatre Inc., upon discovery of the error, will have the right, but not the obligation, to cancel the Ticket or the Order containing the Ticket and refund you the amount you paid. iTheatre Inc. is not responsible for any damages resulting from the refund or cancellation of your Ticket resulting from the error.

n. CORRECT TRANSMISSION OF NAMES, EMAIL ADDRESSES, ETC.

All names, phone numbers, email addresses, and other information for both purchasers and attendees should be correctly given at the time of purchase. Changes cannot be made at a later time. iTheatre Inc. shall not be responsible for any damages resulting from errors in the provided information.

o. SERVICE FEES

Each ticket purchased at iTheatre Inc. is subject to a non-refundable Service Fee, also called a Ticket Fee. The Ticket Fee will be included in the total amount charged to the Buyer’s credit card for their Order.

p. REFUNDS AND EXCHANGES

Once purchased, Tickets and Extras are generally not refundable and cannot be exchanged for other Activities nor rescheduled to other times. You are responsible for carefully reviewing all information regarding the Activity, including without limitation dates, details and policies before purchasing a Ticket or Order. iTheatre Inc. is not obligated to issue a Buyer a refund or an exchange for any purchased Tickets or Orders. Sellers are responsible for authorizing exchanges and refunds, including without limitation as described below in the section “Activities Cancelled by Sellers”.

At the time of your Order, the purchased ticket quantity is removed from the Seller’s inventory, reducing the number of tickets available for the Activity. While this allows us to provide our customers with the clear benefit of guaranteed tickets, it prevents iTheatre Inc. from being able to refund, reschedule or exchange any tickets. iTheatreInc.com’s service fees may not be refunded, even in the event a Seller authorizes a refund for an Activity.

q. ACTIVITIES CANCELLED BY SELLERS

From time to time, a Seller may reschedule or cancel an Activity, in the Seller’s sole discretion, including without limitation for weather conditions, or if staff or supplies become insufficiently available to conduct the Activity. In the event a Seller cancels an Activity, iTheatre Inc. may, but is not obligated to, assist you in your efforts to obtain a refund of your ticket price for the Activity. iTheatre Inc. shall not assist you in any efforts to obtain a refund if you fail to give iTheatre Inc. proper Notice of the cancellation within twenty-four hours after notice of the cancellation of the Activity or the scheduled start time of the Activity, whichever is shorter. Any notice given under this section must be given in writing to iTheatre Inc., preferably by email, and in the event Buyer received a confirmation email, such notice must be delivered as a reply email containing the original confirmation email in the body of the reply email.

r. IF YOU CANNOT ATTEND

You will not receive a refund if you cannot attend an Activity. Unless prohibited by the Seller, you may authorize a third party to use your Ticket Code pursuant to the Ticket Code provisions contained above, except where the third party is otherwise not eligible to participate in the Activity, including without limitation a person under the age of 18 years old.

s. Changes to Your Account

You grant iTheatre Inc. permission, in iTheatre Inc.’s sole discretion, to make changes to your buyer account information or Account (“Buyer Amendment” or “Amendment”), including without limitation to (1) correct what iTheatre Inc. believes to be inaccurate information, such as a misspelled email address; (2) prevent further communications or emails from being sent to you; (3) disable your account or your password. Nothing contained in the preceding sentence shall be deemed to create any duty, and you understand and agree that iTheatre Inc. has no duty to, and is not required by this Agreement to, make changes to your account or any information you provide to iTheatre Inc.. Amendments shall be considered a “Consultation” for the purposes of and subject to the provisions of section 7(n). iTheatre Inc. shall not be liable to you or any third party resulting from any Amendment; you are solely responsible to review and amend any and all Amendments and you agree to accept liability for, and indemnify iTheatre Inc., as contemplated in section 20, against any damages resulting from any Amendments, however arising, including without limitation negligence by iTheatre Inc..

7. SELLER POLICIES

At iTheatre Inc., we aim to make your selling experience easy and efficient. Your satisfaction is important to us. The following policies are therefore designed to ensure you understand your rights and responsibilities when you become a iTheatre Inc. Seller. When you become a Seller, you will be issued a master account (“Primary Account”) with the ability to open sub-accounts (“Delegate Accounts”), which individually and collectively together shall be referred to herein as either “your Account” or “your iTheatre Inc. Account”. Your Account is subject to termination in accordance with Sections 4, 7(m) and 14 of these Terms of Use. For the avoidance of doubt, all references to Activity, Activities, Ticket, Order and Extra include a Gift Certificate, except, to the extent that there is a conflict between the specific sections referring to a Gift Certificate (by way of example section 7(l)) and general sections of these Terms, the definition, and treatment, of a Gift Certificate in the specific sections shall be binding.

a. LISTING DESCRIPTION

You must be legally able to sell the Activities you list for sale on the Site. You must describe your Activity and all terms of sale on the listing pages for this Activity. As part of the listing process, the Seller assigns the prices, meeting location, duration, descriptions, policies, Extras available for purchase, and other details of the Activity. Your listings may only include text descriptions, pictures and other content relevant to the sale of the Activity. For each Activity you list, you warrant and covenant that the listing contains only accurate details and descriptions of the Activity. All Activity fees must be posted in Canadian Dollars.

b. COMMITMENT

Once you list an Activity and a Buyer purchases tickets for that Activity, you are responsible for delivering the Activity pursuant to all terms and conditions in the listing for the Activity. You must provide the Activity to all rightful ticket-holders, regardless of the Buyer’s or attendees’ gender, race, religion, creed, sexual orientation or belief.

c. EQUIPMENT

You are required to be able to print information from your computer. You must also have unencumbered access to the email account assigned to your iTheatre Inc. account. You are required to check that account frequently when selling Activities.

d. PAYMENT

You authorize iTheatre Inc. to collect the total amount of any purchase made of your Activities. iTheatre Inc. will charge the Buyer’s credit card. iTheatre Inc. will remit payment to you by check or direct deposit twice per each calendar month for the total charges collected on your behalf minus any commissions and service fees assessed.

Payment for Tickets

In no event shall you be credited for a Ticket purchase at any time sooner than two (2) business days after the Activity for which it was purchased is scheduled to have completed.

Payment for Gift Certificates

iTheatre Inc., in its sole discretion, and on a case by case basis, shall determine the date on which you will be credited for Gift Certificates purchased.

By way of example only, iTheatre Inc. may, in its sole discretion (1) credit you in the payment period that includes the date on which the Gift Certificate was purchased; (2) credit you a certain number of days after the Gift Certificate was purchased; or (3) credit you only after the Activity for which the Gift Certificate is ultimately redeemed for Tickets is scheduled to have completed.

All payments are made in CANADIAN dollars.

e. PRICING AND AVAILABILITY

iTheatre Inc. is a service through which you can sell your Activities to Buyers who have no relation to iTheatre Inc.. All decisions regarding pricing and availability are determined by you, and you alone are responsible for these decisions. iTheatre Inc. does not have any role whatsoever in determining pricing and availability.

f. COMMISSION

You will be charged a commission on all Tickets that you sell through iTheatre Inc., with the sole exception of Tickets that you offer free of charge. Currently, this commission is 15% of the ticket price, with a minimum of $2.00 per ticket. This commission will be withheld from the amount sent to you in your bi-monthly Seller payments. (Any alternative commission amounts must be agreed upon in writing by both Seller and iTheatre Inc..) For the avoidance of doubt, iTheatre Inc. shall charge you a commission for each Extra you sell through iTheatre Inc..

iTheatre Inc. may also charge Buyers a service fee for tickets for your Activity. The service fee is paid solely to iTheatre Inc., and will not be remitted to Seller. In the event of a cancellation by Buyer or Seller, or any dispute between Buyer and Seller directly or indirectly related to the Activity, iTheatre Inc. shall be entitled to retain the commission and the service fee.

g. COLLECTION OF TAXES

iTheatre Inc. provides to Sellers the ability to collect taxes from Buyers on each Activity. Options regarding tax collection can be changed separately for each Activity offered, and can be managed on the Site. If you opt to collect taxes on any of your sales, iTheatre Inc. will collect these taxes with each sale and will remit them to you as part of your bi-monthly Seller payment. iTheatre Inc. withholds no commission from any taxes collected.

IMPORTANT: ALTHOUGH iTheatre Inc.’S TECHNOLOGY ALLOWS YOU TO COLLECT TAXES, iTheatre Inc. HAS NO ROLE WHATSOEVER IN DETERMINING ANY ASPECT OF YOUR TAX POLICY - OUR TECHNOLOGY MERELY PROVIDES THE TOOLS TO IMPLEMENT WHATEVER POLICY YOU NEED TO ADHERE TO. THIS INCLUDES, BUT IS NOT LIMITED TO, DECISIONS REGARDING WHETHER TO COLLECT TAXES AT ALL AND HOW MUCH TO COLLECT. iTheatre Inc. IS NOT LIABLE FOR ANY DAMAGES RESULTING FROM THE COLLECTION OF TAXES, FAILURE TO COLLECT TAXES OR TRANSMISSION OF COLLECTED TAXES TO YOU. PLEASE CONSULT YOUR TAX ATTORNEY AND/OR ACCOUNTANT FOR ALL TAX ADVICE.

h. CANCELLATIONS, REFUNDS AND EXCHANGES

Standard Policy: No Refunds or Exchanges

iTheatre Inc.’s standard policy is that all sales are final, and we do not provide refunds on any purchases made through iTheatre Inc.’s Service, and do not allow tickets to be rescheduled to other dates or times. You, as a Seller, however, may have the ability to override this policy and select another policy on the Site. In the event you choose to cancel or reschedule an Activity or issue a refund or an exchange to a Buyer, iTheatre Inc. shall be entitled to retain the commission and service fees.

Activities Not Provided or Cancelled by Seller

Should you decide to cancel or not provide a service or product that was offered by you through iTheatre Inc., you are solely and fully responsible for payment of the commission due and the service fee assessed by iTheatre Inc.. In this situation, Seller is responsible for contacting Buyers to inform them of the cancellation. Also in this situation, you must authorize any refunds for sales or tickets that you wish iTheatre Inc. to process on your behalf.

In the event that a Buyer informs iTheatre Inc. that a purchased Activity was not provided by the Seller, or that the Activity provided was materially different than the description and terms listed on iTheatre Inc. for this Activity, iTheatre Inc. may conduct an investigation to determine the pertinent details of the situation. If iTheatre Inc., in its sole discretion, finds that the Buyer was correct in this assertion, iTheatre Inc. reserves the right to refund all charges for this purchase to the Buyer. iTheatre Inc., in its sole discretion, may refuse to remit payment to your account for the Activity pending resolution of a complaint by a Buyer.

Processing of Refunds and Payment Adjustments

The commissions and service fees for any refunds, regardless of the refund’s cause, shall be deducted from the next check remitted by iTheatre Inc. to Seller, provided that the funds to be remitted are sufficient to cover such charges. If the amount of the check is not sufficient, iTheatre Inc. will continue to deduct the amounts from future checks until the commissions and ticket charges attributable to cancellations have been covered by Seller.

In the event that a Buyer disputes charges after iTheatre Inc. has already paid Seller the disputed funds, and is successful in demanding that the credit card company return his or her money, iTheatre Inc. reserves the right to deduct from Seller’s next or later payment, the full amount of the funds which must be reimbursed to the Buyer, including any commission amount and service fee.

iTheatre Inc. also reserves the right to charge the Seller for any penalties or amounts charged to iTheatre Inc. due to a Buyer’s dispute of a charge, or due to iTheatre Inc.’s re-presentment of a disputed charge to the credit card company.

i. INVENTORY AND LOGISTICAL APPLICATION

As a Seller using the Service, you are able to use the Site to store, view and manage a number of logistical details of your business. This may include, for instance, inventory management, staff scheduling, customer contact functions, and automated event-based and time-based rules that will update your inventory.

iTheatre Inc. will not be liable for any losses arising from your misuse of this application, or from any errors, functionality problems or data loss you may experience, even if these were not caused by you.

Additionally, this application provides a number of areas where you can keep customized notes including without limitation information on specific purchases and Activities. In this section, and all other sections of this application, you are prohibited from entering any of the following information: 1) credit card information for any buyers, whether or not they have purchased tickets through iTheatre Inc.; and 2) any illegal information. If iTheatre Inc. becomes aware that you have entered any such information, we have the right, but are not obligated to, block your access to your Account or to terminate your Account altogether.

j. PROOF OF PURCHASE

At the conclusion of any purchase of Tickets, iTheatre Inc. supplies Buyers with verification of the number of tickets purchased, the precise meeting location for the Activity, other relevant Activity information, and a unique Ticket Code. When the Activity takes place, the Seller should use the Ticket Code to verify that all Buyers are in attendance. For the avoidance of doubt, a Gift Certificate Code is not a Ticket Code and Seller shall not receive credit from iTheatre Inc. for attendance at an Activity by a Buyer who does not present a Ticket Code.

The Ticket Code will be communicated as follows:

(1) The Buyer is given the entire Ticket Code, including both the six (6) letters and the three (3) numbers. This Ticket Code is communicated to Buyer via email, iTheatre Inc.’s web site and/or over the phone.

(2) You, the Seller, are given ONLY the first six letters of the Ticket Code, but you are NOT provided the 3 numbers. This first portion of the Ticket Code is displayed to you in the booking system on iTheatreInc.com so that you are aware of all purchases.

AT THE START OF EACH ACTIVITY, SELLERS MUST COLLECT EACH BUYER’S UNIQUE TICKET CODE - INCLUDING THE THREE DIGITS THAT COMPRISE THE END OF THIS TICKET CODE. THESE THREE DIGITS WILL SERVE AS PROOF OF SERVICE DELIVERY IN THE EVENT THAT A DISPUTE SHOULD ARISE BETWEEN BUYER AND SELLER. AS A SELLER, YOU ARE UNDER NO OBLIGATION TO DELIVER YOUR ACTIVITY IN THE ABSENCE OF RECEIVING THE BUYER’S UNIQUE TICKET NUMBER.

WITHIN THE BOOKING SYSTEM ON iTheatreInc.com, YOU SHOULD ENTER THIS THREE DIGIT CODE FOR EACH BUYER THAT ATTENDS YOUR ACTIVITY.

k. GRANT OF LICENSE

For the purpose of promoting and facilitating the sale and purchase of your Activities, you grant to iTheatre Inc. a non-exclusive, universal, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to reproduce, modify, adapt, publish and display the descriptions, images, and all other content related to your Activities, including without limitation your name and likeness, in any media now known or hereafter developed, including without limitation on the Site and on the sites of our marketing partners.

l. GIFT CERTIFICATES

A. RESTRICTIONS ON SALE OF GIFT CERTIFICATES

iTheatre Inc., on a case by case basis, may, in its sole discretion, agree to sell Gift Certificates online and over the phone for a Seller. iTheatre Inc. has no obligation to sell Gift Certificates for any individual Seller.

As between Seller and iTheatre Inc., Seller is solely responsible to comply with the terms and conditions of the Gift Certificates, as set forth in the Buyer Policies, including without limitation sections 6(k) and 6(l).

B. SELLER REDEMPTION OBLIGATIONS

(i) In the event Seller offers Gift Certificates for sale through iTheatre Inc., and Seller offers more than one Activity, the Seller shall be obligated to offer the holder of a Gift Certificate Code (“Certificate Holder”) the opportunity to redeem the Code for any Activity offered by the Seller through iTheatre Inc..

(ii) In the event the Certificate Holder redeems the Gift Certificate for the Activity and type of Ticket initially selected by the Buyer, Seller shall honor the Gift Certificate without additional fees or charges, regardless of any increase in price between the date of purchase and the date of redemption of the Gift Certificate.

(iii) In the event the Certificate Holder chooses to redeem the Gift Certificate for a different Activity, or different types of Tickets, than selected by the Buyer (“New Ticket”), the Gift Certificate shall be converted from its Ticket Value to the Dollar Value, (by way of example only, Certificate Holder shall receive a credit equal to the price paid by the Buyer for the Gift Certificate to use to purchase the New Ticket.)

(iv) In the event the current price of the New Tickets exceeds the Dollar of the Gift Certificate, Certificate Holder shall pay for any difference. In the event the New Tickets have a lower value than the Dollar Value of the Gift Certificate, Seller shall not be obligated to refund the difference, however, the Gift Certificate Code will continue to be valid for redemption with Seller for an amount equal to the unredeemed Dollar Value.

C. NO EXPIRATION

Seller may choose to have a due date printed on the Gift Certificate to encourage Certificate Holders to use the Gift Certificate in a timely fashion. Notwithstanding the foregoing, Seller agrees that all Gift Certificates sold through iTheatre Inc. shall be redeemable indefinitely.

D. DISPUTES; TERMINATION OF ACTIVITY; TERMINATION OF ACCOUNT

Seller shall act in good faith to resolve any disputes with Buyer or Certificate Holder with respect to the redemption of Gift Certificates and releases iTheatre Inc. from liability for any claims made as a result of any such dispute.

In the event Seller ceases to offer the Activity after the Gift Certificate is purchased and before it is redeemed, Seller shall accept redemption of the value of the Gift Certificate for any Activity offered by Seller, in the same manner that a Certificate Holder redeems for New Tickets.

If for any reason iTheatre Inc. or Seller terminates your Account, Seller shall continue to accept all Gift Certificates purchased through iTheatre Inc. in the same manner as set forth in these Terms. In the event of Termination of your Account for any reason, iTheatre Inc. may, in addition to any other remedies, in its sole discretion, withhold from your Account an amount equal to the value of Gift Certificates purchased that have not been redeemed for Tickets.

Disputes initiated with iTheatre Inc. by Buyers with respect to Gift Certificates shall be subject to the terms and conditions of this Agreement as though a Ticket was purchased.

As between iTheatre Inc. and Seller, Seller’s obligations to protect iTheatre Inc. from disputes by Buyers and Certificate Holders are intended to, and shall, survive termination of your Account. Seller’s obligations hereunder are solely enforceable by and for the benefit of iTheatre Inc. and nothing contained in this section 7(l) shall be deemed to be a term made for the benefit of any intended third party, including a Buyer.

m. TERMINATION OF YOUR ACCOUNT

You may terminate Your Account at any time, so long as you continue to provide the Activities that were purchased by iTheatre Inc. buyers prior to this termination. In the event you fail to provide these Activities you are responsible for contacting the affected Buyers, informing them and refunding their purchases of Tickets and Gift Certificates via iTheatre Inc.’s system’s Refund feature. If, in iTheatre Inc.’s sole discretion, you fail to comply with this section 7(m) in a quick and reasonable manner, iTheatre Inc. may, but is not required to, contact and provide the affected Buyers with refunds or take such other actions deemed appropriate in iTheatre Inc.’s sole discretion, and may impose penalties to compensate iTheatre Inc. and/or affected Buyers for the inconvenience, including without limitation withholding payments or assessing incremental fees to your Account.

n. CONSULTATION

iTheatre Inc. does not have a duty to provide you with any information or service except as may be specifically set forth in these Terms of Use and nothing contained in this Section 7(n) is intended to, nor does it, create any such duty. Without limiting the foregoing, iTheatre Inc. may, but is not required to, discuss issues with you and take actions for you, including without limitation ways to use your Account, pricing of your Activities, dates of your Activities, minimum attendance at your Activities, amending your Account or its contents, amending your Website, Amendments, advice regarding or changes to User Content, your marketing, your marketing strategy, or general business issues, and iTheatre Inc. may, but is not obligated to, provide you with information regarding those issues based on several factors, including without limitation observations of other Sellers, general observations of your industry, or personal experience (“Consultation”).

iTheatre Inc. IS NOT REQUIRED TO PROVIDE SUCH CONSULTATIONS AND YOU ARE IN THE BEST POSITION TO MAKE DECISIONS FOR YOUR BUSINESS, THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT YOU RELY UPON ANY CONSULTATION FROM iTheatre Inc. IN MAKING ANY DECISIONS OR TAKING ANY ACTIONS, INCLUDING WITHOUT LIMITATION DECISIONS REGARDING YOUR BUSINESS OR YOUR ACCOUNT, YOU AGREE TO ASSUME THE RISK OF RELIANCE UPON THE CONSULTATION AND YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THE CONSULTATION PROVES TO BE INACCURATE OR NEGLIGENT AND YOUR RELIANCE ON THE CONSULTATION DIRECTLY OR INDIRECTLY CAUSES DAMAGES TO YOUR BUSINESS OR YOUR ACCOUNT, YOU, ON YOUR OWN BEHALF AND ON THE BEHALF OF YOUR SUCCESSORS, ASSIGNS, AGENTS AND ATTORNEYS, AGREE TO FOREVER RELEASE, AND COVENANT NOT TO SUE, TO THE FULLEST EXTENT OF THE LAW, iTheatre Inc., ITS PAST, PRESENT AND FUTURE SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR SUPPLIERS (“RELEASEE”) FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO THE CONSULTATION, HOWEVER ARISING INCLUDING RELEASEE’S NEGLIGENCE IN PROVIDING THE CONSULATION OR RELEASEE’S REFUSAL TO MAKE YOUR ACCOUNT LIVE UNLESS YOU COMPLY WITH THE CONSULTATION.

Without limiting the generality of the foregoing, for the purpose of enforcing the releases and covenants of this Section 7(n) and to define its relationship to some other Sections, Section 12 shall be read as though the phrase “dispute with one or more users” refers to a dispute with iTheatre Inc. (and its agents as set forth in Section 12) and the term “Services” in Section 17 and Section 18 shall be read to include Consultation.

o. CHANGES TO YOUR ACCOUNT

You understand and agree that iTheatre Inc.’s service for you may include without limitation: (1) telephone and email and other-media customer service support with Buyers; (2) technology and internet-based tools, and (3) use of iTheatre Inc.’s payment processing platform and accounts. As a result, in order, as determined in iTheatre Inc.’s sole discretion, to increase sales, increase Buyer satisfaction, reduce the amount of customer service time spent on Buyers or for any other reason, iTheatre Inc. may refuse to allow you to use all or part of the iTheatre Inc. service unless you accept certain changes recommended by iTheatre Inc.. In some situations, iTheatre Inc. may require that you implement the change to your iTheatre Inc. account or to the marketing that directs Buyers to iTheatre Inc.. In other situations, iTheatre Inc. may, in its sole discretion, make the changes directly to your Account.

When requested by you, iTheatre Inc. may also, but is not required to, make changes directly to your own marketing materials that may impact iTheatre Inc. directly or indirectly, for instance, your own website or printed marketing materials, which shall be deemed an Amendment under this Subsection 7(o).

You grant iTheatre Inc. permission to make changes to your Seller account information, User Content, or Account (“Seller Amendment” or “Amendment”), including without limitation, in iTheatre Inc.’s sole discretion (1) to add, remove or modify text, images, policies, FAQ’s, and other materials that market or describe your activities to Buyers; (2) to add, remove or modify prices, start times, meeting locations, durations or other variables associated with your activities; (3) to add, remove or modify communication settings, email addresses, phone numbers or other variables that impact how iTheatre Inc. and Buyers communicate with you.

Nothing contained in this Subsection 7(o) shall be deemed to create any duty, and you understand and agree that iTheatre Inc. has no duty to, and is not required by this Agreement to, make changes to your account or any information you provide to iTheatre Inc.. Amendments shall be considered a “Consultation” for the purposes of and subject to the provisions of Section 7. iTheatre Inc. shall not be liable to you or any third party resulting from any Amendment; you are solely responsible to review and amend any and all Amendments and you agree to accept liability for, and indemnify iTheatre Inc., as contemplated in section 20, against any damages resulting from any Amendments, however arising, including without limitation negligence by iTheatre Inc..

7.1 DELEGATE ACCOUNT POLICIES

Only a Seller can hold a Primary Account and only a Primary Account can invite someone to create a new Delegate account and deactivate (or re-activate) an existing Delegate account. By authorizing a Delegate Account, You are agreeing that You and the user of the Delegate Account (“Delegate”) will observe iTheatre Inc.’s policy and practices for the Delegate Account.

By creating a Delegate Account you agree to obtain the agreement of the Delegate to these Terms of Use. You understand and agree that (1) You are responsible for maintaining your Account; (2) You are responsible for any and all activities that occur under your Account and all passwords to your Account; (3) You will supervise the use of your Account by others, including Delegates; (4) You and your Account may be subject to disciplinary action or termination if your Account is used inappropriately; (5) You will notify iTheatre Inc. immediately of any unauthorized use of your Account or any other breach of security and (6) You will deactivate a Delegate Account immediately upon notice of inappropriate use by the Delegate.

By creating a Delegate Account you agree to hold iTheatre Inc. harmless against, and indemnify and defend iTheatre Inc. against, any suit or action, commenced against iTheatre Inc. as a direct or indirect result of the use of the Delegate Account, pursuant to Section 20 of these Terms. You understand and agree that you may be liable for losses incurred by iTheatre Inc. or a third party due to use of your Account or password(s).

You understand and agree that in no event shall iTheatre Inc. be liable for any loss that you or any third party may incur as a result of use of your Account, either with or without your knowledge, by a Delegate or other person, including without limitation any damages that occur between the time you notify iTheatre Inc. of inappropriate use and the time access to the Account is deactivated. In the event, intentionally or unintentionally, a Delegate allows another individual to use your Account, you will be responsible for any actions taken by the third party and shall be liable for any damages caused by use of your Account.

Delegates can take many of the same actions on behalf of the Primary Account as you can, but there are some actions that Delegates cannot take. The actions that Delegates cannot take may change from time to time and shall become effective as contemplated under these Terms.

a. DELEGATES

If you are a Delegate or user of a Delegate Account your use of the Account is governed by the Terms of Use. By accepting the invitation, you agree (1) You will only use the Account to take those actions that you have been authorized to take by the owner of the Primary Account, (2) A Seller or Primary Account holder can deactivate a Delegate Account at anytime for any reason, and You are not entitled to any damages against the Seller or iTheatre Inc. for the deactivation, including without limitation any special, consequential or injunctive remedies or damages, (3) to indemnify and defend iTheatre Inc. in the event of any claim made against them resulting directly or indirectly from your use of the Account pursuant to Section 20 of these Terms, and (4) as follows: “I agree that in acting as a delegate for the Account, I will be bound by all terms pertaining to iTheatre Inc. sellers in the use of this Account.”

b. INVITING A NEW DELEGATE

The Delegate feature works by allowing You, an existing Seller, to ‘invite’ some other individual to use your Account. The Seller invites the Delegate by (1) signing in to their iTheatre Inc. Account (2) entering the email address of this intended Delegate (3) Sending the invitation to the Delegate. The iTheatre Inc. system then generates an auto-email to intended Delegate, with a link; the Delegate clicks through, or follows, the link to create the Delegate Account. In order to create an invitation the Seller must agree as follows:

“I understand and agree that by inviting this delegate to access my Account, I will be bound by all actions taken by this delegate while using the Account. This delegate, and all actions they take, will be subject to the same iTheatre Inc. Terms of Use that govern my use of iTheatre Inc.’s services.”

Failure to obtain consent to the above sentence prior to activation of the Account shall not be deemed a breach of contract by iTheatre Inc. and shall not be deemed a waiver of any of the terms of these Terms, including without limitation the indemnification provisions contained herein.

c. CREATING A NEW DELEGATE ACCOUNT

Upon receipt of the invitation email, the Delegate follows an attached link to a page where the Delegate creates a member name and password for the Delegate Account. Delegate must complete the information and agree to the following:

“I agree that in acting as a delegate for the Account, I will be bound by all terms pertaining to iTheatre Inc. sellers in the use of this Account.”

Failure to obtain consent to the above sentence prior to activation of the Account shall not be deemed a breach of contract by iTheatre Inc. and shall not be deemed a waiver of any of the terms of these Terms, including without limitation the indemnification provisions contained herein.

d. DEACTIVATING A DELEGATE ACCOUNT

Only the Primary Account holder may deactivate a Delegate Account. You should deactivate the Delegate Account for any Delegate immediately when you do not want the Delegate or anyone using the Delegate Account to have access your Seller Account. To deactivate a Delegate, you must sign into the Primary Account and click the appropriate box to mark the Delegate Account as “Inactive”. Once you complete marking the Delegate Account “Inactive” and the same is processed (you save the change) the specified Delegate will be unable to access the Account from the Delegate Account. If you previously provided the Delegate with your Primary Account Password, which you should not do, you should change the password as well, otherwise the Delegate will be able to access your Account without the Delegate Account.

For your convenience, the Delegate Acount is not terminated when you mark it “Inactive”, instead, you can reactivate the Delegate account at anytime when you may want to once again grant this Delegate access to your Account. By way of example, for temporary, seasonal employees. You should create a separate Delegate Account for each user to avoid misuse by former employees or Delegates.

8. USER CONTENT

a. DEFINITION OF USER CONTENT

“User Content” is defined as any information you contribute to the Service or to other users. This may include content provided in the registration or listing process, in any public message area (including the Ratings & Review area) or through any email feature. You are solely responsible for your User Content, and we act as a passive conduit for your online distribution and publication of your User Content. The contributions of third parties do not necessarily represent the view or opinions of iTheatre Inc.. iTheatre Inc. cannot preview User Content before it appears.

b. LICENSE

As a condition of using the Site, iTheatre Inc. shall retain all ownership in the Site including all URLs and any content created or derived on the Site. In order to enable iTheatre Inc. to use the User Content you provide to us, so that we are not violating any rights you might have in that content, you agree to grant to iTheatre Inc. a non-exclusive, universal, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights (but no other rights) you have in your User Content (including the modification of such content), in any media now known or not currently known, with respect to your User Content. You also grant iTheatre Inc. the right to use or reference your member name on the Service and elsewhere to promote the Service without your consent. iTheatre Inc. will only use your User Content in accordance with our Privacy Policy.

c. RATINGS AND REVIEWS

The Ratings and Reviews section is one (among others) very important type of User Content on iTheatre Inc.. This content is used by iTheatre Inc. users to assess the quality of other iTheatre Inc. users, and to determine whether to transact with one another.

i. INTEGRITY

You may not take any actions that may, in iTheatre Inc.’s sole opinion, undermine the integrity of iTheatre Inc.’s Rating and Review system. We may, but are not obligated to, at our sole option, limit your actions on the Service based upon Ratings and Reviews provided about you, including without limitation, suspending your membership or preventing you from buying or selling. iTheatre Inc. shall not be liable for any damages resulting from Ratings or Reviews, the editing or removal of Ratings and Reviews or the failure to edit or remove Ratings or Reviews.

ii.EXPORT

You acknowledge that your Ratings and Reviews consist of comments left by other iTheatre Inc. users and a set of composite Rating values compiled by iTheatre Inc., and that the composite values without the comments does not convey your full user profile. Because iTheatre Inc.’s Ratings and Reviews are not designed for any purpose other than for facilitating interactions between iTheatre Inc. Buyers and Sellers, you agree that you shall not market or export your iTheatre Inc. feedback rating in any venue other than a iTheatre Inc. operated service. This Agreement does not provide you with any right, license or title to the Ratings and Reviews, and you may not use or publish the same in any manner without the express written consent of iTheatre Inc..

iii. IMPORT

iTheatre Inc. does not provide you the technical ability to import, and you are hereby prohibited from importing, feedback from third-party websites to iTheatre Inc. because it would not reflect your true online reputation within our community.

iv. RATINGS FORMULAS

In order to provide easily understandable summaries of Reviews submitted for Sellers, iTheatre Inc. displays a number of summary Ratings. These Ratings are calculations, based on the individual Reviews submitted over different periods of time. iTheatre Inc. encourages you to read and make sure you understand the formulae for how these Ratings are calculated. iTheatre Inc. also retains the right to modify these formulae, both retroactively and for future Reviews, at any time, and without advance notification. iTheatre Inc. cannot be held liable for any errors that may occur in the calculation or display of Ratings values.

d. Changes to User Content

iTheatre Inc. may, in iTheatre Inc.’s sole discretion, but iTheatre Inc. is not required, and has no duty to you or any third party, to make changes to your User Content, including without limitation temporarily or permanently disabling your access to your Account or editing information displayed in public or private areas of the site (“Amendment”). Amendments may be made at your request, or based on conversations between yourself and iTheatre Inc. staff, or may be made in iTheatre Inc.’s sole judgment based on its belief of what is best in a particular situation. Amendments shall be considered a “Consultation” for the purposes of and subject to the provisions of section 7. iTheatre Inc. shall not be liable to you or any third party resulting from any Amendment; you are solely responsible to review and modify any and all Amendments and you agree to accept liability for, and indemnify iTheatre Inc., as contemplated in section 20, against any damages resulting from any Amendments, however arising, including without limitation negligence by iTheatre Inc..

9. PROHIBITED CONTENT & RESTRICTED ACTIVITIES

a. PROHIBITED CONTENT

Users can be held liable for any illegal or prohibited User Content they provide to the Service. If you discover this kind of material on the Service, please notify us at legal@iTheatreInc.com. The following is a partial list of the kind of User Content which is illegal or prohibited on the Service, including without limitation Content that:

- contains vulgar language

- is patently offensive to the online community, such as User 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 libelous;

- violates any law, statute, ordinance or regulation

- infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

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

- contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

- 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.

b. ILLEGAL ACTIVITY

You agree not to use this Service for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, provincial, federal and international laws, statutes and regulations regarding use of the Service. You agree not to use or permit anyone to use information provided through the Service for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card.

c. OFFLINE CONDUCT

Although iTheatre Inc. cannot monitor the conduct of users off the Service, it is a violation of these rules to use any information obtained from this Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any Service user without their prior explicit written consent.

10. UNAUTHORIZED USE OF THE SERVICE

a. PERMITTED USE

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

b. UNAUTHORIZED USE OF THE SITE

You cannot copy, modify, create a derivative work of, reverse engineer, de-compile, disassemble, or otherwise attempt to discover any source code; or, modify or attempt to modify the Site in any manner of form.

11. COPYRIGHT AND TRADEMARK

The content and software on this Service, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, video clips and computer programs, is the property of iTheatre Inc. and/or its suppliers and is protected by Canada and international copyright, trademark and other laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits. iTheatre Inc. and iTheatreInc.com and design are trademarks of iTheatre Inc. with all rights reserved. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of iTheatre Inc. and protected by Canada and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.

You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, “Intellectual Property”) is and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of iTheatre Inc.’s Intellectual Property.

12. RELEASE

In the event that you have a dispute with one or more users, you release iTheatre Inc. (and our officers, directors, agents, parents, subsidiaries, joint ventures, affiliated companies, legal representatives and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANY OTHER PROVINCE OR FOREIGN COUNTRY, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER JURISDICTION.

iTheatre Inc. is a service for people over the age of 18 that is open to the public. Use of iTheatre Inc. therefore has all the risks associated with any public place, and anyone using iTheatre Inc. assumes full responsibility for the risks associated with entering public places. iTheatre Inc. acts as a third party carrier to the users of the Service and is not responsible for the actions of those who use the Service, nor is it responsible for any consequences that occur due to the use, misuse, nonuse or unavailability of iTheatre Inc.. We neither bear nor assume responsibility for the content, information, statements or interests (public or private) expressed by visitors, members, Buyers and Sellers on the Service.

As a public site, iTheatre Inc. does not and will not discriminate based on race, religion, gender, sexual orientation, creed or belief, nor can it protect anyone from offenses to or damage and destruction of character, beliefs, property or persons.

13. 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, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or “refresh” transactional activity or ticketing pages, or make any other request to transactional servers, more than once during any three second interval. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for your own personal, non-commercial use) from the Site without the prior expressed written permission of iTheatre Inc., the Terms of Use shall not be deemed such permission.

14. VIOLATIONS OF THE TERMS

Without limiting other remedies, we may, but are not obligated to, take any action that we deem appropriate in our sole discretion (including, but not limited to, issuing a warning to you or others, limiting your activity, suspending or terminating service, denying access, removing your User Content, and refusing to provide our services to you, or exercising any other remedy available) without notice to you, and without explanation, for cause or not for cause, including without limitation (a) iTheatre Inc. believes that your conduct, or the User Content you provide, violates or is inconsistent with these Terms (or any of the documents it incorporates by reference), or violates the law or the rights of iTheatre Inc., a client of iTheatre Inc. or another user of the Service; (b) you are unwilling to cooperate with our investigation of a complaint of a reported violation; (c) we are unable to verify or authenticate any information you provide to us; (d) we believe that your actions may cause financial loss or legal liability for you, our users or us; or (e) iTheatre Inc. determines in its sole discretion to terminate your Account, its Services or any relationship with you.

You agree that monetary damages may not provide a sufficient remedy to iTheatre Inc. for violations of these Terms of Use and you consent to injunctive or other equitable relief for such violations. iTheatre Inc. is not required to provide any refund or relief to you if you are terminated as a User because you have violated these Terms of Use or any of iTheatre Inc.’s rights. As a Seller, you agree that payments owing to you for sales made through this Service may be suspended or delayed pending our investigation. iTheatre Inc. is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this agreement.

a. INVESTIGATIONS

We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation:

1) For Buyers - providing us specific information regarding your right to a ticket, the source of a ticket, your acquisition of a ticket, the price you paid for a ticket, and details relating to your (or the attendee’s, if different from yourself) attendance and experience at an Activity.

2) For Sellers - providing specific information about activities you have posted, sold and/or provided, attendance of specific Buyers, and any Ticket Codes requested.

b. FRAUD

Without limiting any other remedies, iTheatre Inc. may suspend or terminate your Account if we suspect that you have engaged in fraudulent activity in connection with the Service.

c. DISCLOSURE OF INFORMATION

You agree that iTheatre Inc. may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. iTheatre Inc. will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

15. PRIVACY

We only use your information as described in iTheatre Inc.’s Privacy Policy available at http://www.iTheatreInc.com/privacy. If you object to your Information being transferred or used in this way please do not use our Services.

If you post any User Content to the Site, by electronic mail or otherwise, we will treat it as non-confidential and non-proprietary to you. When we say “post” we mean the provision of information (including, but not limited to, “User Content”) to the Site through features of the Site that are used to make information available to other members of the public (e.g., Activity listings, Ratings and Reviews, etc.). Information that is posted to the Site shall not be subject to the Privacy Policy and may be publicly displayed and disclosed and otherwise used by iTheatre Inc. or any third party in any way. By posting User Content to the Site, you authorize us to use or allow others to distribute, reproduce or otherwise use such User Content. You should not post information about yourself on the Site that can be used to identify or contact you, including, but not limited to, your name, home or work address, phone numbers, pagers, email address or other such information. If you post such information, iTheatre Inc. cannot prevent it from being used in a manner that violates these Terms, the law, or your personal privacy and safety. By posting such information on the Site, you violate these Terms, and you assume the risks and sole liability for the results of such posting.

iTheatre Inc. is not liable for any lost data resulting from the operation of the Site or the enforcement of the Terms of Use. We urge all users to maintain their own back up versions of any of their own User Content or other information they submit to the Site.

16. MAINTENANCE, CHANGE AND SUSPENSION OF SITE

iTheatre Inc. reserves the right at any time to modify, update or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control.

17. NO WARRANTY

WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some provinces do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from province to province.

18. DISCLAIMERS

iTheatre Inc. DOES NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SITE OR ANY CONTENT, SEARCH OR LINK ON IT. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. iTheatre Inc. CANNOT ENSURE THAT FILES YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. iTheatre Inc. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALSO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. iTheatre Inc. WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. iTheatre Inc. MAKES NO GUARANTEE OF ANY SPECIFIC RESULT FROM USE OF THIS SITE OR USE OF THE SERVICE.

iTheatre Inc. DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, iTheatre Inc. USERS, ADVERTISERS AND/OR SPONSORS ON THE SITE, IN CONNECTION WITH THE iTheatre Inc. SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SITE AND/OR THE iTheatre Inc. SERVICE. iTheatre Inc. 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 iTheatre Inc. at legal@iTheatreInc.com. iTheatre Inc. may or may not investigate the claim and take appropriate action, in its sole discretion.

19. LIABILITY LIMIT

IN NO EVENT SHALL WE, OUR PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING WITHOUT LIMITATION NEGLIGENCE).

OUR LIABILITY, AND THE LIABILITY OF OUR PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some Provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.

20. INDEMNITY

You agree to indemnify, defend and hold iTheatre Inc. and its affiliates, and each of iTheatre Inc.’s and its affiliates’ respective past, present and future officers, directors, agents, subsidiaries, employees, contractors, suppliers and principals, 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 Service. You agree to advance expenses and fees, including reasonable attorney’s fees, to iTheatre Inc. upon demand in the event iTheatre Inc. is made a party to or threatened to be made a party to any action, suit, arbitration or other proceeding by any party due to or arising out of your use of the Service.

You also agree that iTheatre Inc. is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold iTheatre Inc. and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by iTheatre Inc. that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, provincial, city or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of iTheatre Inc..

21. NO AGENCY

You and iTheatre Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

22. NOTICES

Except as expressly stated otherwise, all notices to iTheatre Inc. shall be sent to the email addresses provided on the Site (e.g., service@iTheatreInc.com). Our street address is 5669 Brookfield Ave, Niagara Falls, ON, L2G 5P9. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given on the date the email is sent. Alternatively, we may give you notice by mail, postage prepaid and return receipt requested, to an address provided to iTheatre Inc. during your registration process or later. In such case, notice shall be deemed given three (3) days after the date of mailing.

23. DISPUTE RESOLUTION / GOVERNING LAW

If you have a dispute, then the dispute will be governed by the laws of the Province of Ontario without regard to its conflict of law provisions and you consent to personal jurisdiction, and agree to bring all actions, exclusively in provincial and federal courts located in Niagara Falls, Ontario. Notwithstanding anything to the contrary contained in this section “Dispute Resolution / Governing Law”, in the event you bring a lawsuit seeking damages except those damages available in the small claims division of the Civil Court of Niagara Falls, you shall submit your dispute to be resolved by binding arbitration with three arbitrators pursuant to the rules of the Canadian Arbitration Association. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

24. GENERAL

This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral.

No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected.

You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of iTheatre Inc., which we can refuse in our sole discretion.

You agree that this Agreement and all incorporated agreements may be automatically assigned by iTheatre Inc., in our sole discretion.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.