Terms of Service

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Threshold Platform, you agree to comply with and be bound by these Terms of Service.

Please note: Section 20 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Threshold Members. If your Country of Residence (as defined below) is the United States, this provision applies to all disputes with Threshold. If your Country of Residence is outside of the United States, this provision applies to any action you bring against Threshold in the United States. It affects how disputes with Threshold are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Last updated: 8/08/2019

Welcome to Threshold! We're excited you’re here. We want every Threshow to run safely and smoothly and we know as Artists, Hosts, and Fans you want the same thing.

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and Threshold (as defined below) governing your access to and use of the Threshold website, including any subdomains thereof, and any other websites through which Threshold makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Threshold Services"). The Site, Application and Threshold Services together are hereinafter collectively referred to as the “Threshold Platform”. Our Refund Policy, Community Guidelines and other Policies applicable to your use of the Threshold Platform are incorporated by reference into this Agreement.

When these Terms use the term "Threshold," "we," "us," or "our," that refers to Threshold Shows, PBC. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.

Our collection and use of personal information in connection with your access to and use of the Threshold Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Threshold Platform ("Payment Services") are provided to you by one or more Threshold entities (individually and collectively, as appropriate, "Threshold") as set out in the Payments Terms of Service ("Payments Terms”).

Artist alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Artist Services. For example, in many cities Artists may have to register, get a permit or obtain a license before providing certain Artist Services (such as preparing food or serving alcohol for purchase). Artists alone are responsible for identifying and obtaining any required licenses, permits, or registrations for any Artist Services they offer. Certain types of Artist Services may be prohibited altogether.

Hosts alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Venues and Threshows in their Venues. For example, in many cities Hosts may have to register, get a permit or obtain a license before hosting certain Artist Services (such as preparing food or serving alcohol for purchase). Host alone are responsible for identifying and obtaining any required licenses, permits, or registrations for any home, business, or other properties they offer for single or multi-day Artist Services. Certain types of Artist Services may be prohibited altogether.

Penalties may include fines or other enforcement. If you have questions about how local laws apply to Threshows on Threshold, you should always seek legal guidance.

1. About Threshold Services

1.1 The Threshold Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer creative services (Members and third parties who offer creative services are “Artists” and the services they offer are “Artist Services”) to find other Members (“Hosts”) who offer the use of their home, business, or other properties (“Venues”) on the Threshold Platform (“Venue Listings”) for single or multi-day Artist Services across various categories (“Threshows”), create and publish such Threshows on the Threshold Platform and to communicate and transact directly with Members that are seeking to purchase tickets to such Threshows (Members that are seeking to purchase tickets are “Guests”).

1.2 As the provider of the Threshold Platform, Threshold does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Guests, Artists, Artist Services, Hosts, Venues, Venue Listings, or Threshows, nor is Threshold an organiser or retailer of travel packages under Directive (EU) 2015/2302. Artists alone are responsible for their Artist Services and Threshows. Hosts alone are responsible for their Venues and Venue Listings. When a member makes or accepts a Threshow request, they are entering into a contract directly with each other. Threshold is not and does not become a party to or other participant in any contractual relationship between Members, nor is Threshold a broker or insurer. Threshold is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.

1.3 While we may help facilitate the resolution of disputes, Threshold has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Artist Services, Threshow, Venues or Venue Listings, (ii) the truth or accuracy of any Artist descriptions, Artist Services descriptions, Host descriptions, Venue descriptions, Threshow descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Threshold does not endorse any Guest, Artist, Artist Services, Host, Venues, Venue Listings, or Threshow. Any references to a Member being "verified" (or similar language) only indicates that the Member has completed a relevant verification or identification process – according to our sole discretion– and nothing else. Any such description is not an endorsement, certification or guarantee by Threshold about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to attend or stay in a Venue, attend or participate in a Threshow, accept a Threshow request from an Artist, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Venue at the time the photograph was taken, and are therefore not an endorsement by Threshold of any Artist, Host or Venue.

1.4 If you choose to use the Threshold Platform as an Artist or Collaborator (as defined below), your relationship with Threshold is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Threshold for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Threshold. Threshold does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Artist Services. You acknowledge and agree that you have complete discretion whether to list your Artist Services or otherwise engage in other business or employment activities.

1.5 To promote the Threshold Platform and to increase the exposure of Artists to potential Guests, Hosts and others, Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Artists, Artist Services, Hosts, Venue listings, Threshows,  and other Member Content may be translated, in whole or in part, into other languages. Threshold cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Threshold Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Threshold Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Threshold is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Threshold of such Third-Party Services.

1.7 Due to the nature of the Internet, Threshold cannot guarantee the continuous and uninterrupted availability and accessibility of the Threshold Platform. Threshold may restrict the availability of the Threshold Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Threshold Platform. Threshold may improve, enhance and modify the Threshold Platform and introduce new Threshold Services from time to time.

2. Eligibility, Using the Threshold Platform, Member Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Threshold Platform or register a Threshold Account. By accessing or using the Threshold Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you, nor your Artist Service(s), Venue, or Venue Listing are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

2.3 Threshold may make access to and use of the Threshold Platform, or certain areas or features of the Threshold Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, Ratings or Reviews, or a Member’s Threshow listing or cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the Threshold Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Threshold Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

2.6 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. If you access or download the Application from the Google Play Store, you agree to Google Play’s Terms of Service. Some areas of the Threshold Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3. Modification of these Terms

Threshold reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Threshold Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Threshold Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account ("Threshold Account") to access and use certain features of the Threshold Platform, such as creating or publishing a Venue Listing or Threshow. If you are registering a Threshold Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register a Threshold Account using an email address and creating a password.

4.3 You must provide accurate, current and complete information during the registration process and keep your Threshold Account and public Threshold Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Threshold Account unless Threshold authorizes you to do so. You may not assign or otherwise transfer your Threshold Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Threshold Account credentials and may not disclose your credentials to any third party. You must immediately notify Threshold if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Threshold Account. You are liable for any and all activities conducted through your Threshold Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 Threshold may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Threshold Account. For example, we may allow eligible Members or certain third parties to book Threshows on behalf of other Members, or we may allow Hosts to add other Members as Co-Hosts (as defined below) to help manage their Venue Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Threshold to ask for your credentials, and you shall not request the credentials of another Member.

5. Content

5.1 Threshold may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Threshold Platform ("Member Content"); and (ii) access and view Member Content and any content that Threshold itself makes available on or through the Threshold Platform, including proprietary Threshold content and any content licensed or authorized for use by or through Threshold from a third party ("Threshold Content" and together with Member Content, "Collective Content").

5.2 The Threshold Platform, Threshold Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Threshold Platform and Threshold Content, including all associated intellectual property rights, are the exclusive property of Threshold and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Threshold Platform, Threshold Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Threshold used on or in connection with the Threshold Platform and Threshold Content are trademarks or registered trademarks of Threshold in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Threshold Platform, Threshold Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Threshold Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Threshold or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Threshold grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Threshold Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Threshold Platform, you grant to Threshold a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Threshold Platform, in any media or platform. Unless you provide specific consent, Threshold does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.6 Threshold may offer certain Artists and Hosts the option of having professional photographers or videographers take photographs or videos of the Artist, Artist Services, Host, Venue Listings and/or Threshows which are made available by the photographer or videographer to the Member to include in their Artist profile, Host profile, Venue Listings and/or Threshow page with or without a watermark or tag bearing the words "Verified by Threshold.Co" or similar wording ("Verified Images"). You are responsible for ensuring that the Artist, Artist Services, Host, Venue Listings and/or Threshow is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Threshold Platform if they no longer accurately represent the Artist, Artist Services, Host, Venue Listings and/or Threshows; if you stop offering the Artist Service and/or Venue featured; or if your Threshold Account is terminated or suspended for any reason. You acknowledge and agree that Threshold shall have the right to use any Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Threshold is not the exclusive owner of Verified Images, by using such Verified Images on or through the Threshold Platform, you grant to Threshold an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Threshold in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Threshold Platform solely for your personal and non-commercial use.

5.7 You are solely responsible for all Member Content that you make available on or through the Threshold Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Threshold Platform or you have all rights, licenses, consents and releases that are necessary to grant to Threshold the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Threshold's use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Threshold’s Commnity Guidelines or any other Threshold policy. Threshold may, without prior notice, remove or disable access to any Member Content that Threshold finds to be in violation of these Terms or Threshold’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Threshold, its Members, third parties, or property.

5.9 Threshold respects copyright law and expects its Members to do the same. If you believe that any content on the Threshold Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.

6. Platform Fees

6.1 Threshold may charge fees to Artists ("Artists Fees") and/or Guests ("Guest Fees") (collectively, "Platform Fees") in consideration for the use of the Threshold Platform. More information about when Platform Fees apply and how they are calculated can be found on our Platform Fees page.

6.2 Any applicable Platform Fees (including any applicable Taxes) will be displayed to a Guest prior to purchasing a ticket. Threshold reserves the right to change the Platform Fees at any time, and will provide Members adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Platform Fees that you owe to Threshold. The applicable Platform Fees (including any applicable Taxes) are collected by Threshold. Threshold will deduct any Artists Fees from the Guest Fees before remitting the payout to the Artist. Any Guest Fees are included in the Total Fees collected by Threshold. Except as otherwise provided on the Threshold Platform, Platform Fees are non-refundable.

7. Terms specific for Artists

7.1 Terms applicable to all Threshows

7.1.1 When creating a Threshow on the Threshold Platform you must (i) provide complete and accurate information about your Artist Service (such as a description of the service and what Guests can expect), (ii) disclose any requirements that apply to your Artist Service (such as any minimum age, proficiency or fitness requirements for a particular Artist Service) and (iii) provide any other pertinent information requested by Threshold. You are responsible for keeping your Threshow up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including accounting for any Taxes if applicable, or charges) for your Threshow (“Threshow Fee”). Once a Guest purchases a ticket to your Threshow, you may not request that the Guest pays a higher price than in the Threshow Listing.

7.1.3 Any terms and conditions included in your Threshow, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.

7.1.4 Pictures, animations or videos (collectively, "Images") used in your Threshow must accurately reflect the quality and condition of your Artist Services. Threshold reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Threshows in search results on the Threshold Platform may vary and depend on a variety of factors, such as Guest search parameters and preferences, Artist requirements, price, event dates, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Artist Service, and/or ease of communication.

7.1.6 When you accept a pre-booking request by a Host, you are entering into a legally binding agreement with the Host and are required to provide your Artist Service(s) to the Host as described in your Artist Profile when the booking request is made.

7.1.7 Threshold recommends that Artists obtain appropriate insurance for their Artist Services. Please review any respective insurance policy carefully, and in particular, make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest has purchased for, if applicable) and Hosts (and the individuals the Host has invited, if applicable) while at a Venue or participating in your Artist Services.

7.2 Listing Threshows

7.2.1 You may list more than one Threshow at a time on the Threshold Platform.

7.2.2 You represent and warrant that any Threshow you post and the attending thereof will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As an Artist, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Threshow at your request or invitation, excluding the Guest and any individuals the Guest invites to the Venue.

7.3 Artist Collaborators

7.3.1 Threshold may enable Artists to authorize other Members (“Collaborators”) to administer the Artist’s profile and Threshow(s), and to bind the Artist and take certain actions in relation to the profile and Threshow(s) as permitted by the Artist, such as sending and accepting Threshow requests from Hosts, messaging and welcoming Guests, and updating the Pre-Booking fee, Artist Services and availability (collectively, “Collaborator Services”). Any agreement formed between the Artist and Collaborators may not conflict with these Terms, the Payments Terms, or any other Policies applicable to your Artist Service(s). Collaborators may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by Threshold. Threshold reserves the right, in our sole discretion, to limit the number of Collaborators an Artist may invite and to limit the number of Threshows a Collaborator may manage.

7.3.2 Artists should exercise due diligence and care when deciding who to add as a Collaborator. Artists remain solely responsible and liable for any and all Artist profile, Artist Services and Threshow content published on the Threshold Platform, including any Artist profile, Artist Services and Threshow content created by a Collaborator on their behalf. Further, Artists remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Collaborator(s). Collaborators remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Collaborator, including, but not limited to, conduct that causes harm or damage to the Artist. In addition, both Artist and Collaborator are jointly responsible and severally liable for third party claims, including Host and/or Guest claims, arising from the acts and omissions of the other person as related to Artist Services, Threshows, communications with Guests, and the provision of any Collaborator Services.

7.3.3 Unless agreed otherwise by Artist and Collaborator, Artist and Collaborator may terminate the Collaborator agreement at any time. In addition, both Artist and Collaborator acknowledge that their Collaborator relationship will terminate in the event that Threshold (i) terminates the Collaborator Service or (ii) terminates either party’s participation in the CollaboratorService. When the Collaborator agreement is terminated, the Artist will remain responsible for all of the Collaborator’s actions prior to the termination, including the responsibility to fulfill any pending or future Threshows initiated prior to the termination. When a Member is removed as a Collaborator, that Member will no longer have access to any Artist or Guest information related to the applicable Artist’s Listing(s).

7.3.4 As a Collaborator, you will not be reviewed by Guests, meaning that your Collaborator activities will not affect your Reviews or Ratings for other profiles, Artist Services or Threshows for which you are an Artist. Instead, the Artist of such profiles, Artist Services or Threshows will be reviewed by Guests (including potentially on the basis of the Collaborator’s conduct and performance). Artists acknowledge that Reviews and Ratings from Guests for their profile, Artist Services or Threshow may be impacted by a Collaborator’s conduct and performance.

7.4 Performing Threshows

7.4.1 You understand that an accepted Threshow (“Active Threshow”) is a limited license granted to you by the Host to enter, occupy and use their Venue for the duration of your Threshow, during which time the Host (only where and to the extent permitted by applicable law) retains the right to re-enter the Venue, in accordance with your agreement with the Host.

7.4.2 You agree to leave the Venue no later than the checkout time that the Host agrees to in the Active Threshow or such other time as mutually agreed upon between you and the Host. If you stay past the agreed upon checkout time without the Host's consent (“Overstay”), you no longer have a license to stay in the Venue and the Host is entitled to make you leave in a manner consistent with applicable law.

8. Terms specific for Hosts

8.1 Terms applicable to all Hosts

8.1.1 When creating a Venue Listing through the Threshold Platform you must (i) provide complete and accurate information about your Venue (such as listing description, location, and features), (ii) disclose any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for a particular venue feature) and (iii) provide any other pertinent information requested by Threshold. You are responsible for keeping your Venue Listing information up-to-date at all times.

8.1.2 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.

8.1.3 Pictures, animations or videos (collectively, "Venue Images") used in your Venue Listings must accurately reflect the quality and condition of your Venue. Threshold reserves the right to require that Venue Listings have a minimum number of Images of a certain format, size and resolution.

8.1.4 The placement and ranking of Venue Listings in search results on the Threshold Platform may vary and depend on a variety of factors, such as Guest search parameters and preferences, Host requirements, calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of venue, and/or ease of communications .

8.1.5 When you accept a Threshow or make a pre-booking request to an Artist, you are entering into a legally binding agreement with the Artist and are required to provide your Venue Listing(s) to the Artist as described in your Listing when Threshow or pre-booking request was accepted. You also agree to pay the applicable Pre-Booking Fee and any applicable Taxes.

8.1.6 Threshold recommends that Hosts obtain appropriate insurance for their Venue Listing(s). Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply to such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest has purchased tickets for, if applicable) and Artists (and Collaborators, if applicable) while attending a Threshow, and/or or participating in an Artist Service at your Venue.

8.2 Venue Listings

8.2.1 You may list more than one Venue on the Threshold Platform.

8.2.2 You represent and warrant that any Venue Listing you post and the Artist Service(s) or the attendance at will (i) not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Venue at your request or invitation, excluding the Artist(s) or Guest(s) and any individuals the Artist(s) or Guest(s) invites to the Venue.

8.3 Co-Hosts

8.3.1 Threshold may enable Hosts to authorize other Members (“Co-Hosts”) to administer the Host’s Venue Listing(s), and to bind the Host and take certain actions in relation to the Host profile and Venue Listing(s) as permitted by the Host, such as accepting Threshow requests, messaging and welcoming Artists and Guests, and updating the Host profile and Venue Listing(s) (“Co-Host Services”). Any agreement formed between Host and Co-Host may not conflict with these Terms, the Payments Terms, or any other Policies applicable to your Artist Service(s). Co-Hosts may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by Threshold. Threshold reserves the right, in our sole discretion, to limit the number of Co-Hosts a Host may invite for each Venue Listing and to limit the number of Venue Listings a Co-Host may manage.

8.3.4 Hosts should exercise due diligence and care when deciding who to add as a Co-Host to their Venue Listing(s). Hosts remain solely responsible and liable for any and all Venue Listings and Member Content published on the Threshold Platform, including any Host profile or Venue Listing created by a Co-Host on their behalf. Further, Hosts remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Co-Host(s). Co-Hosts remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Co-Host, including, but not limited to, conduct that causes harm or damage to the Host. In addition, both Host and Co-Host are jointly responsible and severally liable for third party claims, including Artist(s) and Guest(s) claims, arising from the acts and omissions of the other person as related to hosting activities, communications with Artists and Guests, and the provision of any Co-Host Services.

8.3.5 Unless agreed otherwise by Host and Co-Host, Host and Co-Host may terminate the Co-Host agreement at any time. In addition, both Host and Co-Host acknowledge that their Co-hosting relationship will terminate in the event that Threshold (i) terminates the Co-Host Service or (ii) terminates either party’s participation in the Co-Host Service. When the Co-Host agreement is terminated, the Host will remain responsible for all of the Co-Host’s actions prior to the termination, including the responsibility to fulfill any pending or future bookings initiated prior to the termination. When a Member is removed as a Co-Host, that Member will no longer have access to any Host, Artist, or Guest information related to the applicable Host’s profile or Venue Listing(s).

8.3.6 As a Co-Host, you will not be reviewed by Artists and Guests, meaning that your Co-Host activities will not affect your Reviews or Ratings for other Listings for which you are a Host. Instead, the Host of such Listing(s) will be reviewed by Artists Guests (including potentially on the basis of the Co-Host’s conduct and performance). Hosts acknowledge that Reviews and Ratings from Guests for their Venue Listing(s) may be impacted by a Co-Host’s conduct and performance.

8.4 Hosting Threshows

8.4.1 You understand that an accepted Active Threshow is a limited license granted by you the Host to allow the Artist (and Collaborators, if any) and Guests who have purchased tickets to that Threshow (or any Guests who had been assigned tickets to that Threshow) to enter, occupy and use your Venue for the duration of the Active Threshow, during which time you (only where and to the extent permitted by applicable law) retain the right to re-enter the Venue, in accordance with your agreement with the Artist.

8.4.2 You agree that the Artist (and Collaborators, if any) and Guests who have purchased tickets to that Threshow (or any Guests who had been assigned tickets to that Threshow) may enter, occupy and use your Venue until the checkout time that you agreed to with the Artist in the Threshow listing or such other time as mutually agreed upon between you and the Artist. If the the Artist (and Collaborators, if any) and Guests who have purchased tickets to that Threshow (or any Guests who had been assigned tickets to that Threshow) stay past the agreed upon checkout time, you are entitled to make them leave in a manner consistent with applicable law.

9. Terms specific for Guests

9.1 Terms applicable to all Threshows

9.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Threshold and/or the Host, you can purchase a ticket on the Threshold Platform by following the respective ticket purchasing process. All applicable fees, including the Platform Fee and any applicable Taxes (collectively “Total Fees”) will be presented to you prior to purchasing a ticket. You agree to pay the Total Fees for any ticket purchased in connection with your Threshold Account.

9.1.2 Upon receipt of a Threshow ticket from Threshold, a legally binding agreement is formed between you, the Artist, and the Host, subject to any additional terms and conditions or rules and restrictions of the Artist Services or Venue Listing that apply. Threshold will collect the Total Fees at the time of the ticket purchase pursuant to the Payments Terms. For certain Threshows, Guests may be required to pay or have the option to pay in multiple installments.

9.1.3 If you purchase a ticket on behalf of additional Guests, you are required to ensure that every additional Guest meets any requirements set by the Artist(s) and Host(s), and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Host. If you are purchasing tickets for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in Artist Services if accompanied by an adult who is responsible for them.

9.2 Purchasing Threshow Tickets

9.2.1 You understand that a confirmed ticket to a Threshow (“Threshow Ticket”) is a limited license granted to you by the Host to enter, occupy and use the Venue for the duration of your Threshow, during which time the Host (only where and to the extent permitted by applicable law) retains the right to re-enter the Venue, in accordance with your agreement with the Host.

9.2.2 You agree to leave the Venue no later than the checkout time as specified in the Active Listing or such other time as mutually agreed upon between you and the Host. If you stay past the agreed upon checkout time without the Host's consent, you no longer have a license to stay in the Venue and the Host is entitled to make you leave in a manner consistent with applicable law.

9.3 Attending Threshows

9.3.1 You should carefully review the description of any Threshows you would like to attend to ensure you (and any additional Guests you are purchasing for) meet any minimum age, proficiency, fitness or other requirements which the Artist or Host has specified in their Active Listing. At your sole discretion you may want to inform the Artist and/or Host of any medical or physical conditions, or other circumstances that may impact your and any additional guest’s ability to participate in any Threshows. In addition, certain laws, like the minimum legal drinking age in the location of the Threshows may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in any Threshows.

9.3.2 Before and during Threshows you must at all times adhere to the Artist(s) and Host(s) instructions.

9.3.3 You may not bring any additional individuals to a Threshow unless you purchased and assigned a ticket to them on the Threshold Platform.

10. Threshow Modifications, Cancellations and Refunds, Resolution Center

10.1 Once a Threshow is active, only the title and description can be changed. To do so, the Artist or Host of the Threshow must contact Threshold customer service "Threshow Modifications"). If the date, time, or any other detail needs to be modified, the Threshow must be cancelled and re-posted. In which case, any Guest who have purchased tickets will be issued a refund.

10.2  All Threshow ticket sales are final. There are no refunds or exchanges for tickets. If a Guest has a ticket they can’t use, they can assign them on the Threshold Platform or resell them outside of the platform.

10.3 If an Artist or Host cancels an Active Threshow, the Guest will receive a full refund of the Total Fees for their ticket within a commercially reasonable time of the cancellation. In some instances, Threshold may allow the Guest to apply the refund to a new Threshow, in which case Threshold will credit the amount against the Guest’s subsequent ticket purchase at the Guest’s direction. Further, Threshold may publish an automated review on the Artist’s profile, Host profile or future Threshows that the Threshow was cancelled. In addition, Threshold may (i) keep the calendar for the Threshow unavailable or blocked for the dates of the cancelled Threshow, and/or (ii) impose a penalty, unless the Artist or Host has a valid reason for cancelling the Threshow pursuant to Threshold's Cancelling Policy or has legitimate concerns about the Guest’s behavior.

10.4 If inclement weather creates an unsafe or uncomfortable scenario for Guests, Artists or Hosts may modify or cancel a Threshow without penalty. In such cases, Threshold will work with the Artist, Host and Guests to provide an alternative date for the Threshow or to cancel the event.

10.5 In certain circumstances, Threshold may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be for reasons set forth in Threshold's Cancelling Policy or (i) where Threshold believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Threshold, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.

10.6 If, as an Artist, your Host cancels a confirmed booking or Threshold decides that it is necessary to cancel a confirmed booking, and Threshold issues a refund to the Guests in accordance with the Refund Policy or other applicable cancellation policy, you agree that in the event you have already been paid, Threshold will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.

11. Ratings and Reviews

11.1 Within a certain timeframe after completing a Threshow, Guests and Artists can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Threshold. Ratings and Reviews are not verified by Threshold for accuracy and may be incorrect or misleading.

11.2 Ratings and Reviews by Guests and Artists must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with Threshold’s Community Guidelines.

11.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

11.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Threshold Platform (such as the Venue Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.

12. Damage to Venues, Disputes between Members

12.1 As an Artist, Collaborator, Guest or Co-Host, you are responsible for leaving the Venue (including any personal or other property located at the Venue) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Venue, excluding the Host (and the individuals the Host invites to the Venue, if applicable).

12.2 If a Host claims and provides evidence that you as an Artist or Guest have damaged a Venue or any personal or other property at a Venue ("Damage Claim"), the Host can seek payment from you by contacting Threshold. If a Host escalates a Damage Claim to Threshold, you will be given an opportunity to respond. If you agree to pay the Host, or Threshold determines in its sole discretion that you are responsible for the Damage Claim, Threshold will collect any such sums from you required to cover the Damage Claim pursuant to the Payments Terms. Threshold also reserves the right to otherwise collect payment from you and pursue any remedies available to Threshold in this regard in situations in which you are responsible for a Damage Claim.

12.3 Members agree to cooperate with and assist Threshold in good faith, and to provide Threshold with such information and take such actions as may be reasonably requested by Threshold, in connection with any Damage Claims or other complaints or claims made by Members relating to (i) Venues or any personal or other property located at a Venue. A Member shall, upon Threshold's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Threshold or a third party selected by Threshold or its insurer, with respect to losses for which a Member is requesting payment from Threshold (including but not limited to payments under the Threshold Host Guarantee).

12.4 If you are an Artist, Collaborator, Guest or Co-Host, you understand and agree that Threshold may make a claim under your insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property (including a Venue) of the Host. You agree to cooperate with and assist Threshold in good faith, and to provide Threshold with such information as may be reasonably requested by Threshold, to make a claim under your insurance policy, including, but not limited to, executing documents and taking such further acts as Threshold may reasonably request to assist Threshold in accomplishing the foregoing.

13. Rounding off

Where Threshold’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Threshold may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Artists to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Threshold may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

14. Taxes

14.1 As an Artist, you are solely responsible for determining your obligations to account for, collect, remit or report any applicable VAT or other indirect sales taxes related to your Threshow (“Taxes").

14.2 Tax regulations may require us to collect appropriate Tax information from Artists, or to withhold Taxes from payouts to Artists, or both. If an Artist fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

15. Prohibited Activities

15.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Threshold Platform. In connection with your use of the Threshold Platform, you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
• use the Threshold Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Threshold endorsement, partnership or otherwise misleads others as to your affiliation with Threshold;
• copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Threshold Platform in any way that is inconsistent with Threshold’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
• use the Threshold Platform in connection with the distribution of unsolicited commercial messages ("spam");
• offer, as a Host, any Venue  that you do not yourself own or have permission to make available through the Threshold Platform;
• unless Threshold explicitly permits otherwise, book a Threshow at a Venue if you will not actually be performing the Artist Services yourself;
• contact another Member for any purpose other than asking a question related to your own Threshow, Venue Listing, or the Member's use of the Threshold Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
• use the Threshold Platform to request, make or accept a booking independent of the Threshold Platform, to circumvent any Platform Fees or for any other reason;
• request, accept or make any payment for Artist Fees outside of the Threshold Platform or Threshold. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Threshold harmless from any liability for such payment;
• request, accept or make any payment for Venue Listing Fees outside of the Threshold Platform or Threshold. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Threshold harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

• use, display, mirror or frame the Threshold Platform or Collective Content, or any individual element within the Threshold Platform, Threshold's name, any Threshold trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Threshold Platform, without Threshold's express written consent;
• dilute, tarnish or otherwise harm the Threshold brand in any way, including through unauthorized use of Collective Content, registering and/or using Threshold or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Threshold domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Threshold Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Threshold or any of Threshold's providers or any other third party to protect the Threshold Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Threshold Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Threshold Platform;
• export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.

15.2 You acknowledge that Threshold has no obligation to monitor the access to or use of the Threshold Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Threshold Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Threshold in good faith, and to provide Threshold with such information and take such actions as may be reasonably requested by Threshold with respect to any investigation undertaken by Threshold or a representative of Threshold regarding the use or abuse of the Threshold Platform.

15.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Threshold by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

16. Term and Termination, Suspension and other Measures

16.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Threshold terminate the Agreement in accordance with this provision.

16.2 You may terminate this Agreement at any time by sending us an email. If you cancel your Threshold Account as an Artist or Host, any confirmed ticket purchases will be automatically cancelled and Guests will receive a full refund.

16.3 Unless your Country of Residence is the United States, without limiting our rights specified below, Threshold may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

16.4 Threshold may immediately, without notice, terminate this Agreement and/or stop providing access to the Threshold Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Threshold believes in good faith that such action is reasonably necessary to protect the personal safety or property of Threshold, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

16.5 In addition, Threshold may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information on your Member account, Artist profile, Artist Services, Host profile, Venue Listing or Threshow Listing, (iv) you and/or your Member account, Artist profile, Artist Services, Host profile, Venue Listing or Threshow Listing at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Threshold otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed Threshows or failed to respond to Threshow requests without a valid reason, or (vii) Threshold believes in good faith that such action is reasonably necessary to protect the personal safety or property of Threshold, its Members, or third parties, or to prevent fraud or other illegal activity:

• refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
• cancel any pending or confirmed Threshows;
• limit your access to or use of the Threshold Platform;
• temporarily or permanently revoke any special status associated with your Threshold Account;
• temporarily or in case of severe or repeated offenses permanently suspend your Threshold Account and stop providing access to the Threshold Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Threshold and an opportunity to resolve the issue to Threshold's reasonable satisfaction.

16.6 If we take any of the measures described above (i) we may refund ticket holders in full for any and all confirmed purchased tickets that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed Threshows that were cancelled.

16.7 When this Agreement has been terminated, you are not entitled to a restoration of your Threshold Account or any of your Member Content. If your access to or use of the Threshold Platform has been limited or your Threshold Account has been suspended or this Agreement has been terminated by us, you may not register a new Threshold Account or access and use the Threshold Platform through a Threshold Account of another Member.

16.8 Unless you reside in Germany, if you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

17. Disclaimers

If you choose to use the Threshold Platform or Collective Content, you do so voluntarily and at your sole risk. The Threshold Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Threshold Services, laws, rules, or regulations that may be applicable to your Member account, Artist profile, Artist Services, Host profile, Venue Listings and/or Threshow Listing you are receiving and that you are not relying upon any statement of law or fact made by Threshold relating to your Member account, Artist profile, Artist Services, Host profile, Venue Listings and/or Threshow Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that some Artist Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Artist Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Artist Services. You assume full responsibility for the choices you make before, during and after your participation in a Artist Service. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your Artist Service and to the maximum extent permitted by law, you agree to release and hold harmless Threshold from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Artist Service or in any way related to your Artist Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

18. Liability

18.1 Unless your Country of Residence is in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Threshold Platform and Collective Content, your creating, publishing, and sharing of a Guest, Artist or Host profile, your publishing, booking, or attendance at a Venue Listing or Threshow, your participation in Artist Service(s), or any interaction you have with other Members whether in person or online remains with you. Neither Threshold nor any other party involved in creating, producing, or delivering the Threshold Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Threshold Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Threshold Platform, or (iv) from your creating, publishing, and sharing of a Guest, Artist or Host profile, your publishing, booking, or attendance at a Venue Listing or Threshow, or your participation in Artist Service(s),  whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Threshold has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Artists pursuant to these Terms, in no event will Threshold’s aggregate liability arising out of or in connection with these Terms and your use of the Threshold Platform including, but not limited to, your creating, publishing, and sharing of a Guest, Artist or Host profile, your publishing, booking, or attendance at a Venue Listing or Threshow, or your participation in Artist Service(s) via the Threshold Platform, or from the use of or inability to use the Threshold Platform or Collective Content and in connection with any Venue,  Artist Service, or interactions with any other Members, exceed the amounts you have paid or owe for purchasing tickets via the Threshold Platform as a Guest in the twelve (12) month period prior to the event giving rise to the liability, or if you are an Artist, the amounts paid by Threshold to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Threshold and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Threshold’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

18.2 If your Country of Residence is in the EU, Threshold is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Threshold is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Threshold in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Threshold is excluded.

19. Indemnification

19.1 You agree to release, defend (at Threshold’s option), indemnify, and hold Threshold and its affiliates and subsidiaries, including but not limited to, Threshold, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Threshold Platform or any Threshold Services, (iii) your interaction with any Member, attendance at any Venue, participation in any Artist Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Threshold’s Collection and Remittance of Taxes, or (v) your breach of any laws, regulations or third party rights.

20. Dispute Resolution and Arbitration Agreement

20.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) are contracting with Threshold; or (ii) bring any claim against any Threshold entity in the United States (to the extent not in conflict with Section 22).

20.2 Overview of Dispute Resolution Process. Threshold is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payments Terms provide for a two-part process for individuals to whom Section 20.1 applies: (1) an informal negotiation directly with Threshold’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 20 and except as provided in Section 20.6). Specifically, the Consumer Arbitration Rules provide:

• Claims can be filed with AAA online (www.adr.org);
• Arbitrators must be neutral and no party may unilaterally select an arbitrator;
• Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
• Parties retain the right to seek relief in small claims court for certain claims, at their option;
• The initial filing fee for the consumer is capped at $200;
• The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
• The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

20.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Threshold each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Threshold’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

20.4 Agreement to Arbitrate. You and Threshold mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Payment Services (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Threshold agree that the arbitrator will decide that issue.

20.5 Exceptions to Arbitration Agreement. You and Threshold each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

20.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

20.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Threshold agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Spokane County; (c) in any other location to which you and Threshold both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

20.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and Threshold agree that Threshold will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Threshold may choose to seek, under all rights it may have under applicable law or the AAA rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

20.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

20.10 Jury Trial Waiver. You and Threshold acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

20.11 No Class Actions or Representative Proceedings. You and Threshold acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Threshold both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

20.12 Severability. Except as provided in Section 20.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

20.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Payments Terms”), if Threshold changes this Section 20 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Threshold’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Threshold in accordance with the provisions of the “Dispute Resolution” section as of the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms).

20.14 Survival. Except as provided in Section 20.12 and subject to Section 16.8, this Section 20 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your Threshold Account.

21. Feedback

We welcome and encourage feedback, comments, and suggestions to help us improve the Payment Services (“Feedback”). You may submit Feedback by emailing us at feedback@threshold.co. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

22. Applicable Law and Jurisdiction

22.1 If your Country of Residence is the United States, these Terms will be interpreted in accordance with the laws of the State of Washington and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 20 must be brought in state or federal court in Spokane, WA, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Spokane, WA.

22.2 If your Country of Residence is China these Terms will be interpreted in accordance with the laws of China (“China Laws”). Any dispute arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Threshold may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties.

22.3 If your Country of Residence is outside of the United States and China, these Terms will be interpreted in accordance with Irish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your Country of Residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the Irish courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Ireland or a court with jurisdiction in your place of residence. If Threshold wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Irish courts.

23. General Provisions

23.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Threshold and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Threshold and you in relation to the access to and use of the Threshold Platform.

23.2 No joint venture, partnership, employment, or agency relationship exists between you and Threshold as a result of this Agreement or your use of the Threshold Platform.

23.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

23.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

23.5 Threshold’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

23.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Threshold's prior written consent. Threshold may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

23.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Threshold via email, Threshold Platform notification, or messaging service (including SMS and WeChat). For notices made to Members residing outside of Germany, the date of receipt will be deemed the date on which Threshold transmits the notice. If your purchased ticket is in regards to a Threshow in Japan, you agree and acknowledge that such notifications via electronic means in lieu of a written statement, satisfies Threshold’s obligations under Article 59 Paragraph 1 of the Japanese Housing Venue Business Act.

23.8 If your Country of Residence is in the EU you can access the European Commission’s online dispute resolution platform here: http://ec.europa.eu/consumers/odr. Please note that in Ireland, Threshold is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with consumers.

23.9 If you have any questions about these Terms please email us.

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