Odyzi, Inc. · odyzi.app
Effective Date: October 5, 2026
These Terms of Service (these “Terms”) are a binding agreement between you and Odyzi, Inc., a Delaware corporation with its principal place of business in St. Louis, Missouri (“Odyzi,” “we,” “us,” or “our”). They govern your access to and use of the Odyzi platform, including the website at odyzi.app, our mobile applications, our short-link services at odz.bz, and all related services, features, and content (collectively, the “Service”).
THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 20) THAT AFFECTS HOW DISPUTES BETWEEN YOU AND ODYZI ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION AND WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL, EXCEPT AS PROVIDED IN SECTION 20.3. YOU MAY OPT OUT OF ARBITRATION, BUT NOT OF THE JURY TRIAL WAIVER, AS DESCRIBED IN SECTION 20.9.
1.1 Acceptance. By creating an account, accessing the Service as a guest, or otherwise using the Service, you accept these Terms and the Odyzi privacy policy available at odyzi.app/privacy (the “Privacy Policy”). If you do not agree, do not use the Service.
1.2 Changes. Odyzi may modify these Terms from time to time. For material changes, Odyzi shall provide not less than 30 days’ advance notice, by in-app notice and by email to your registered address, before the changes take effect. Your continued use of the Service after the effective date of revised Terms constitutes acceptance. If you do not agree to revised Terms, you must stop using the Service and may close your account. No revision of these Terms applies to any dispute that arose, or any claim that accrued, before the effective date of that revision, and no revision operates retroactively to disclaim, reduce, or terminate any obligation of Odyzi that accrued before that effective date. If Odyzi materially revises Section 20, you may opt out of the revised Section 20 by the method stated in Section 20.9 within 30 days after the effective date of that revision, and the version of Section 20 in effect immediately before that revision governs any dispute that arose before it.
2.1 Age. The Service is offered only to individuals who are at least 18 years of age (or the age of majority in their state of residence, if higher). By using the Service, you represent and warrant that you meet this requirement. Odyzi does not knowingly permit persons under 18 to register for, or use, the Service. Odyzi shall terminate any account Odyzi determines is held by a person under 18 and shall delete the personal information Odyzi collected from that person.
2.2 Geography. The Service is currently offered only to users located in the United States. We make no representation that the Service is appropriate or available in other locations.
2.3 Capacity; Prior Suspension. You represent that you have the legal capacity to enter into these Terms, that you are not barred from using the Service under applicable law, and that we have not previously suspended or removed you from the Service.
3.1 Discovery Platform. Odyzi is a discovery platform for live events. It enables users to browse a location-based feed of events, view event media, search and filter events, save, like, follow, and share events, and create and publish event listings. The Service also displays event listings aggregated from third-party and public sources as described in Section 7.
3.2 Odyzi Is Not an Organizer. Odyzi does not create, organize, produce, host, own, control, sponsor, or endorse any event listed on the Service, and is not an agent of, or partner or joint venturer with, any organizer or venue. Events are created, promoted, and conducted solely by their organizers (each, an “Organizer” and, collectively, the “Organizers”). Any interaction between you and an Organizer, including attendance at an event and any purchase made through a link on the Service, is solely between you and that Organizer.
3.3 Changes to the Service. The Service is evolving. We may add, change, gate, or discontinue features (including beta features and features enabled or disabled by administrative controls) at any time without liability to you, provided that if we discontinue the Service entirely, we will provide reasonable notice where practicable.
4.1 Registration. Certain features require an account. You agree to provide accurate, current, and complete registration information and to keep it updated. Your handle and display name must not impersonate another person or entity or violate another party’s rights.
4.2 Guest Access. We may permit limited use of the Service without an account, such as browsing the public feed, searching, and viewing public event pages. Guest users are bound by these Terms. Features such as saving, liking, posting, following, and commenting require an account.
4.3 Security. You are responsible for safeguarding your credentials and for all activity occurring under your account. Notify us immediately at security@odyzi.app of any unauthorized use of your account. We are not liable for losses arising from unauthorized use of your account that occurs before you notify us, to the extent caused by your failure to safeguard your credentials.
4.4 One Person Per Account. Accounts are personal to you and may not be sold, transferred, or shared, except that an Organizer account may be operated by authorized personnel of the Organizer entity.
5.1 Definition. “User Content” means all content you submit to the Service, including event listings, titles, descriptions, images, video, hashtags, comments, profile information, and any other material.
5.2 Ownership. You retain all ownership rights you hold in your User Content. These Terms do not transfer ownership of User Content to Odyzi.
5.3 License to Odyzi. You grant Odyzi a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, cache, reproduce, adapt (including reformatting, excerpting, and generating thumbnails and short-form summaries), publish, publicly display, publicly perform, distribute, and translate your User Content, in whole or in part, in any media now known or later developed, for the purposes of operating, developing, promoting, and improving the Service, including training, evaluating, and improving Odyzi’s machine-learning models used to rank, recommend, classify, deduplicate, moderate, and summarize content on the Service, including display of your User Content in feeds, on public event pages, in search results, through odz.bz short links and embeds, and in Odyzi’s own marketing of the Service. This license continues after you delete User Content or your account only (a) for content that has been shared with, saved by, or redistributed to others prior to deletion, to the extent reasonably necessary to wind down its distribution; (b) in routine backups for the retention period stated in the Privacy Policy; (c) as required by law; and (d) with respect to aggregated or de-identified data and model parameters derived from your User Content before deletion, which do not identify you and which Odyzi shall not attempt to re-identify.
5.4 AI-Assisted Content. The Service includes tools that extract, summarize, or suggest event details, including from links you paste (“AI Tools”). Output of the AI Tools is presented to you as a draft. You are solely responsible for reviewing, correcting, and approving any AI-assisted draft before publication, and content you publish is your User Content regardless of whether AI Tools assisted in its preparation. Odyzi does not warrant the accuracy of the output of the AI Tools. By submitting a link, file, or text to the AI Tools, you represent that you hold, or are licensed to exercise, the rights necessary for Odyzi and its AI processing providers to reproduce and process that material for that purpose, and you authorize that processing. Odyzi’s AI processing providers are identified in the Privacy Policy.
5.5 Your Representations. For each item of User Content you submit, you represent and warrant that (a) you own it or have all rights, licenses, consents, and permissions necessary to submit it and to grant the license in Section 5.3, including all rights in any music, images, video, likenesses, and trademarks it contains; (b) it is accurate and not misleading, including as to event date, time, location, price, and admission terms; and (c) it does not and will not violate applicable law or these Terms.
5.6 Feedback. If you provide suggestions or feedback about the Service, we may use them without restriction or obligation to you.
5.7 Moderation. We may (but have no obligation to) screen, review, flag, label, edit metadata of, restrict distribution of, or remove User Content at any time, using automated systems, human review, or both, including to address duplicates, spam, inaccuracies, and violations of these Terms. We do not undertake, and expressly disclaim, any duty to monitor User Content. Nothing in this Section 5.7 limits Odyzi’s protections under 47 U.S.C. § 230.
6.1 Your License. Subject to these Terms, Odyzi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal use or, if you are an Organizer, for the promotion of your own events.
6.2 Odyzi IP. The Service (including its software, design, look and feel, feed architecture, databases, and the Odyzi and odz.bz names, logos, and marks) is owned by Odyzi or its licensors and is protected by intellectual property laws. Except for the license in Section 6.1, no rights are granted to you. You may not use Odyzi’s marks without our prior written consent.
6.3 Restrictions. Except as expressly permitted by these Terms or by us in writing, you may not copy, modify, create derivative works of, distribute, sell, lease, reverse engineer (except to the extent such restriction is prohibited by law), or attempt to extract source code of the Service; scrape, crawl, harvest, or use automated means (including bots, scripts, and AI training pipelines) to access or collect data from the Service; access the Service through undocumented interfaces; circumvent any security measure, access control system, or other technological control or measure used to enforce ticket purchasing limits or to maintain the integrity of online ticket purchasing order rules, whether Odyzi’s or a third party’s, or sell or offer to sell any event ticket obtained through such circumvention; or use the Service or Service data to build, train, or improve a competing product, dataset, or index.
7.1 Aggregated Listings. The Service displays event listings compiled from third-party and public sources, including government and public-domain data feeds and publicly available event pages (“Aggregated Content”). Aggregated Content is provided for informational purposes; Odyzi does not verify it and does not represent that it is accurate, complete, or current. Event details change; always confirm with the Organizer or source before attending or purchasing.
7.2 Referenced Media. Some images and media in Aggregated Content are displayed by reference to the file hosted at its original source, and remain hosted and controlled by that source. Odyzi does not claim ownership of such media, does not store such media on Odyzi systems except for transient technical caching incident to display, and shall cease displaying a referenced media item upon a request under Section 7.3 or upon the source’s technical blocking of the reference.
7.3 Source Removal Requests. If you are an Organizer, venue, rights holder, or source publisher and want a listing or media item attributed to you corrected or removed, contact us at content@odyzi.app with the event URL. Odyzi shall process legitimate requests promptly, and in any event shall remove or correct the identified listing or media item, or respond stating the basis on which Odyzi declines to do so, within 10 business days after receipt of a request that identifies the item and the requesting party’s asserted right. Copyright-specific complaints should follow Section 9.
7.4 Third-Party Links and Services. The Service contains links to third-party sites and services, including ticketing pages, organizer websites, calendars, and social platforms. Odyzi does not control and is not responsible for third-party sites, their content, or their practices, and linking does not imply endorsement. Your use of third-party services is governed by their terms and privacy policies.
You agree not to, and not to permit or enable any third party to:
post events or content that are false, deceptive, or misleading, including fake events, phantom ticket inventory, bait listings, or materially inaccurate dates, prices, venues, or admission terms;
post or promote events or content that are unlawful, or that facilitate illegal activity, violence, threats, harassment, hate, or discrimination against protected classes;
post sexually explicit content, or any content that exploits or endangers minors in any way;
infringe or misappropriate any intellectual property, publicity, or privacy right, or post content you lack rights to post;
impersonate any person or entity, misrepresent an affiliation, or misuse verification or seed-account indicators;
send spam, engage in coordinated inauthentic behavior, manipulate engagement metrics (likes, saves, shares, follows), or artificially inflate event popularity;
scrape, harvest, or bulk-export data from the Service, or use Service data to train machine-learning models, without our prior written consent;
interfere with the Service’s operation or security, probe or circumvent access controls or rate limits, or introduce malicious code;
circumvent geographic, age, moderation, or feature restrictions, or access another user’s account without authorization;
circumvent any security measure, access control system, or other technological control or measure used by a ticket issuer to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules, or sell or offer to sell any event ticket obtained in violation of this restriction;
advertise, display, or offer any ticket, registration, or admission at a price that is not the total price the purchaser must pay, or omit or misstate the nature, purpose, amount, or refundability of any fee or charge;
use the Service to collect or disclose another user’s personal information without consent, or to stalk, surveil, or endanger any person; or
resell, sublicense, or commercially exploit the Service or Service data except as expressly permitted (e.g., an Organizer promoting its own events).
We may investigate suspected violations and may involve and cooperate with law enforcement. Violation of this Section 8 is grounds for immediate suspension or termination under Section 16.
9.1 Notices. Odyzi responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe content on the Service infringes your copyright, send a written notice to the agent designated in Section 9.2 (the “Designated Agent”) containing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it (e.g., the odyzi.app or odz.bz URL); (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act for the owner.
9.2 Designated Agent. DMCA Designated Agent, Odyzi, Inc., 911 Washington Ave., Suite 501, St. Louis, MO 63101; email: dmca@odyzi.app. Odyzi maintains this designation with the United States Copyright Office as required by 17 U.S.C. § 512(c)(2), and renews it at intervals of not more than three years as required by 37 C.F.R. § 201.38.
9.3 Counter-Notices. If your content was removed and you believe removal was a mistake or misidentification, you may submit a counter-notice complying with 17 U.S.C. § 512(g)(3), including your consent to the jurisdiction of the federal district court for your judicial district (or, if outside the United States, the Eastern District of Missouri) and to accept service from the complainant. We may restore the material not less than 10, nor more than 14, business days after receipt of the counter-notice, unless the complainant first notifies us that it has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material.
9.4 Repeat Infringers; Standard Technical Measures. Odyzi has adopted, informs its users of, and reasonably implements the following policy: Odyzi records each instance in which Odyzi removes or disables access to User Content in response to a notice complying with Section 9.1, other than an instance resolved in the user’s favor by counter-notice or by withdrawal of the notice; Odyzi shall terminate the account of any user who accumulates three such instances; and Odyzi may terminate an account before the third instance where the circumstances warrant. Odyzi accommodates standard technical measures within the meaning of 17 U.S.C. § 512(i)(2).
If you create, publish, import-and-claim, or promote an event on the Service, the following additional terms apply to you as an Organizer:
10.1 Accuracy and Updates. You are solely responsible for the accuracy and completeness of your listings, and for promptly updating them upon any change, cancellation, or postponement.
10.2 Legal Compliance. You are solely responsible for your event’s compliance with all applicable laws and requirements, including permits and licenses; venue authorizations; occupancy, health, fire, and safety codes; accessibility requirements (including the Americans with Disabilities Act); alcohol laws; insurance; music and other public-performance licensing (e.g., licensing from performing rights organizations such as ASCAP, BMI, SESAC, and Global Music Rights); consumer-protection, pricing, fee-disclosure, and refund-disclosure laws, including the Rule on Unfair or Deceptive Fees, 16 C.F.R. part 464, and state total-price and ticket-resale statutes; and tax registration, collection, and remittance.
10.3 Event Conduct and Safety. You are solely responsible for the production, management, safety, and conduct of your event and for all persons you admit. Odyzi has no responsibility for the occurrence, quality, safety, legality, or any aspect of any event.
10.4 Your Attendee Relationships. You are solely responsible for your refund, cancellation, and admission policies and for honoring them, and for all communications with and obligations to your attendees. With respect to attendee personal information you collect through or in connection with the Service, you act as an independent controller and not as Odyzi’s processor or service provider, and you must comply with applicable privacy laws, use the information only for the event for which it was provided (absent separate lawful consent), and maintain your own privacy policy where required. You may not use attendee phone numbers for marketing without express, unbundled, opt-in consent.
10.5 Promotional Claims. You may not advertise an event using deceptive urgency, fabricated scarcity, or fake endorsements. Sponsored placement of your listing does not exempt it from these Terms.
11.1 Activation. Payment features (including paid ticketing, registration fees, donations and contributions, and Organizer payouts) are being introduced in stages and may be enabled for some Organizers, events, or regions before others (“Payment Activation”). Sections 11.2 through 11.10 apply from the date payment features are enabled for your account or for the applicable transaction. Before Payment Activation for a given event, ticketing links on the Service route to third-party ticketing providers, which are governed by Section 7.4, and Odyzi is not a party to those transactions.
11.2 Payment Processing; Stripe. Payments on the Service are processed by Stripe, Inc. and its affiliates (“Stripe”). Odyzi is not a bank, money transmitter, or payment processor. To receive payouts, an Organizer must create and maintain a Stripe connected account and must agree to the Stripe Connected Account Agreement, including the Stripe Terms of Service (available at stripe.com/legal), as updated by Stripe from time to time. Odyzi may exchange with Stripe the information required to open, verify (including identity verification under “Know Your Customer” rules), and operate connected accounts. If Stripe declines or closes an Organizer’s connected account, Odyzi may suspend that Organizer’s payment features.
11.3 Organizer of Record. For every paid transaction, the Organizer, and not Odyzi, is the seller and merchant of record. The Organizer is solely responsible for the event, the ticket or registration sold, all associated goods and services, all required consumer disclosures, and compliance with card-network rules applicable to sellers. Odyzi acts solely as a limited platform facilitating the transaction through Stripe.
11.4 Fees; Total Price Disclosure. Odyzi charges the platform, ticketing, and processing fees disclosed at the point of sale or in your Organizer dashboard at the time of the transaction. Odyzi shall display the total price of each ticket, registration, and admission, meaning the maximum total of all fees and charges the purchaser must pay for it and for any mandatory ancillary good or service, excluding only government charges and shipping charges, more prominently than any other pricing information, from the first display of any price and before the purchaser consents to pay; provided that where the final amount of payment for the transaction is displayed, Odyzi shall display that amount more prominently than, or as prominently as, the total price. Before the purchaser consents to pay, Odyzi shall disclose clearly and conspicuously the nature, purpose, and amount of each fee or charge excluded from the total price, the good or service for which it is imposed, and the final amount of payment for the transaction. Odyzi shall not misrepresent the nature, purpose, amount, or refundability of any fee or charge. This Section 11.4 states Odyzi’s obligations under the Rule on Unfair or Deceptive Fees, 16 C.F.R. part 464, and under any state statute imposing an equivalent or greater total-price obligation, and Odyzi shall comply with whichever imposes the greater obligation. Except as required by law or expressly stated otherwise, Odyzi’s fees are non-refundable, including when an underlying ticket is refunded, and Odyzi shall disclose that non-refundability before the purchaser consents to pay. Odyzi may change fee schedules prospectively upon notice.
11.5 Refunds, Cancellations, and Chargebacks. The Organizer’s refund policy, disclosed on the event page, governs refunds; provided that if an event is canceled and not rescheduled, the Organizer shall refund the ticket price in full within 30 days after the cancellation is announced. Attendees must seek refunds from the Organizer. Where an Organizer fails to refund a canceled and non-rescheduled event within the period stated in this Section 11.5, Odyzi may, but is not obligated to, issue the refund on the Organizer’s behalf and recover the amount refunded from the Organizer by the means stated in this Section 11.5. The Organizer is financially responsible for all refunds, reversals, chargebacks, and associated fees and fines arising from its transactions, and authorizes Odyzi and Stripe to debit its connected account, offset against future payouts, or invoice it for such amounts.
11.6 Payouts; Reserves. Payout timing is determined by Stripe’s settlement schedule and Odyzi’s payout configuration disclosed in the Organizer dashboard. Where we reasonably believe there is elevated risk (including risk of event cancellation, fraud, excessive chargebacks, or legal violation), Odyzi or Stripe may delay, withhold, or reserve payouts, in whole or in part, pending resolution, to the extent permitted by law. Odyzi shall notify the Organizer of any delay, withholding, or reserve imposed by Odyzi and of the basis for it, shall not withhold or reserve an amount greater than is reasonably necessary to address the risk identified, and shall release the withheld or reserved amount promptly upon resolution.
11.7 Taxes. Organizers are solely responsible for determining, collecting, and remitting all taxes on their transactions, except any taxes that a marketplace-facilitator or similar law expressly requires Odyzi to collect and remit, which Odyzi may collect and remit where it determines such laws apply. Odyzi’s determination that a marketplace-facilitator or similar law does not apply to a transaction does not relieve the Organizer of the Organizer’s own registration, collection, and remittance obligations. Organizers will receive tax information reporting (e.g., IRS Form 1099-K) from Stripe or Odyzi where required by law and must provide accurate taxpayer information as a condition of receiving payouts.
11.8 Promoted Placements. Organizers may purchase promoted or sponsored placements for their listings. Promoted placements are (a) sold at the prices and terms disclosed at purchase; (b) clearly labeled to users as sponsored; (c) subject to these Terms and our content standards, and may be rejected or removed for violations without refund; and (d) not a guarantee of any particular reach, engagement, attendance, or outcome. Amounts paid for promoted placements are non-refundable once the placement begins to run, except as required by law.
11.9 Donations. Where an event accepts donations or “name your amount” contributions, the Organizer is solely responsible for its representations regarding use of funds and for any charitable-solicitation registration and disclosure requirements. Odyzi does not represent that any contribution is tax-deductible.
11.10 Odyzi as Limited Collection Agent. For each paid transaction, the Organizer hereby appoints Odyzi as the Organizer’s limited agent for the sole purpose of collecting from the purchaser, through Stripe, the amounts payable to the Organizer, and the purchaser’s payment of those amounts to Odyzi or to Stripe discharges the purchaser’s payment obligation to the Organizer to the extent of the amount paid, whether or not Odyzi or Stripe remits that amount to the Organizer. This appointment does not make Odyzi the seller or merchant of record under Section 11.3, does not make Odyzi a party to the transaction between the Organizer and the purchaser, and terminates as to each transaction upon settlement of that transaction.
12.1 Transactional and Service Communications. By creating an account, you consent to receive transactional and relationship communications by email and in-app notice, meaning communications whose primary purpose is to confirm, complete, or facilitate a transaction you have agreed to enter into, to deliver a ticket, registration, or receipt, to provide a security or account-status notice, to notify you of a change to these Terms or to an event you saved or purchased, or to provide safety information. These communications are not marketing and may not be opted out of while you maintain an account. Onboarding, lifecycle, recommendation, digest, and re-engagement messages are marketing communications governed by Sections 12.2 and 12.3, whether or not they also contain transactional content.
12.2 Marketing Email. Marketing emails include a valid physical postal address for Odyzi and an unsubscribe mechanism, each as required by the CAN-SPAM Act, 15 U.S.C. §§ 7704(a)(5)(A)(iii) and 7704(a)(3)(A); the unsubscribe mechanism remains capable of receiving requests for not less than 30 days after the message is sent; and opt-outs are honored within 10 business days, as required by 15 U.S.C. § 7704(a)(4)(A)(i).
12.3 Text Messages. Odyzi sends marketing or promotional text messages only with your prior express written consent, obtained separately from account creation and from any other consent, and defaulted off. Providing a phone number for one purpose (such as a ticket or account security) does not constitute consent to marketing texts. Message and data rates may apply; message frequency varies; consent is not a condition of purchase; reply STOP to cancel and HELP for help. You may revoke consent at any time by any reasonable means.
12.4 Push Notifications. You can control push notifications in your device and app settings.
Our collection and use of personal information in connection with the Service is described in the Privacy Policy, which is incorporated into these Terms.
In addition to the DMCA process in Section 9, reports of trademark misuse, impersonation, privacy violations, or other unlawful content may be submitted to content@odyzi.app. We will review and act on legitimate reports, but, except as expressly stated in these Terms, we have no obligation to any user to remove content.
We may offer features identified as beta, preview, early access, or gated (including features enabled selectively by administrative controls). Such features are provided as-is, may be modified or withdrawn at any time, may be subject to additional terms, and may be less reliable than generally available features.
16.1 By You. You may stop using the Service at any time, and you may ask us to delete your account at any time by contacting us at privacy@odyzi.app.
16.2 By Odyzi. We may suspend, limit, or terminate your access to all or part of the Service, remove your content, or close your account (a) for violation of these Terms or applicable law; (b) to protect the Service, users, Organizers, attendees, or third parties; (c) at the direction of law enforcement or a court; (d) for extended inactivity; or (e) upon discontinuation of the Service. Where practicable and lawful, we will provide notice and an opportunity to cure non-egregious violations; for serious violations (including fraud, safety threats, illegal content, or Section 8 violations involving minors’ safety), we may act immediately without notice.
16.3 Effect. Upon termination, your license under Section 6.1 ends and your right to access the Service ceases. The following survive termination: Sections 5.3 (as limited by its terms), 5.5, 5.6, 6.2, 6.3, 9, 11.3 through 11.10 (in each case as to transactions occurring before termination), 13, 14, 16.3, 17, 18, 19, 20, 21, 22, and 23. Termination does not relieve an Organizer of obligations for transactions occurring before termination, including refund and chargeback liability.
THE SERVICE AND ALL CONTENT, LISTINGS, AND FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ODYZI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT LISTINGS (INCLUDING AGGREGATED CONTENT AND AI-ASSISTED SUMMARIES) ARE ACCURATE, COMPLETE, OR CURRENT; OR THAT ANY EVENT WILL OCCUR AS DESCRIBED, OR AT ALL.
ODYZI DOES NOT SCREEN, VET, OR VERIFY ORGANIZERS, VENUES, ATTENDEES, OR EVENTS. YOU ASSUME ALL RISK ARISING FROM ATTENDING, PARTICIPATING IN, OR TRANSACTING IN CONNECTION WITH ANY EVENT DISCOVERED THROUGH THE SERVICE, INCLUDING RISKS OF PERSONAL INJURY, PROPERTY DAMAGE, CANCELLATION, MISREPRESENTATION, AND THE ACTS OR OMISSIONS OF ORGANIZERS, VENUES, AND OTHER ATTENDEES. ODYZI IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER, ORGANIZER, OR THIRD PARTY, ONLINE OR OFFLINE.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. You may have additional rights under the law of your state.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL ODYZI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE AGGREGATE LIABILITY OF ODYZI AND SUCH PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS (US $100) AND (II) THE AMOUNTS YOU PAID TO ODYZI FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The exclusions and limitations in this Section 18 do not apply to liability that cannot be excluded or limited under applicable law, and do not limit an Organizer’s payment obligations under Section 11, your obligations under Section 19, or Odyzi’s obligation to remit to an Organizer amounts settled for that Organizer’s account under Section 11. Some jurisdictions do not allow the limitation of liability for certain damages, so some of the above limitations may not apply to you.
You will defend, indemnify, and hold harmless Odyzi and its officers, directors, employees, and agents from and against all third-party claims, demands, actions, and proceedings, and all resulting liabilities, damages, fines, penalties, and costs (including reasonable attorneys’ fees), arising out of or relating to (a) your User Content; (b) your events, including their production, promotion, cancellation, safety, and legal compliance, and your transactions with attendees (if you are an Organizer); (c) your use or misuse of the Service; (d) your violation of these Terms or applicable law; or (e) your violation of any third party’s rights. Odyzi shall provide you prompt written notice of any such claim; provided that Odyzi’s failure or delay in providing notice relieves you of your obligations under this Section 19 only to the extent you are materially prejudiced by the failure or delay. You shall defend the claim with counsel reasonably acceptable to Odyzi, and Odyzi may participate in the defense at Odyzi’s expense with counsel of Odyzi’s choosing. Odyzi may assume sole control of the defense and settlement of the claim, at your expense, if you fail to assume the defense promptly, if the claim seeks relief against Odyzi other than money damages, if the claim involves a criminal allegation or a governmental investigation, or if Odyzi reasonably determines that your conduct of the defense prejudices Odyzi. You may not settle any claim that imposes any obligation on Odyzi, restricts Odyzi’s conduct, or admits fault by Odyzi, without Odyzi’s prior written consent. You shall cooperate in the defense of the claim and shall furnish the information and assistance Odyzi reasonably requests.
PLEASE READ THIS SECTION 20 CAREFULLY. IT REQUIRES YOU AND ODYZI TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF, INCLUDING BY WAIVING CLASS ACTIONS AND JURY TRIALS. YOU MAY OPT OUT OF ARBITRATION, BUT NOT OF THE JURY TRIAL WAIVER, AS DESCRIBED IN SECTION 20.9.
20.1 Informal Resolution First. Before initiating arbitration, the party asserting a dispute must send the other an individualized written notice describing the dispute and the relief sought (for notices to Odyzi: legal@odyzi.app and Odyzi, Inc., Attn: Legal, 911 Washington Ave., Suite 501, St. Louis, MO 63101). The parties will attempt in good faith to resolve the dispute for 60 days after notice, including through at least one individualized telephone or video conference if either party requests it. Completion of this process is a condition precedent to arbitration, and any applicable limitations period is tolled during it.
20.2 Agreement to Arbitrate. Except as provided in Section 20.3, you and Odyzi agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the Service, including its formation, interpretation, breach, or termination, and including statutory, tort, and consumer-protection claims, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, as modified by this Section 20. The Federal Arbitration Act governs the interpretation and enforcement of this Section 20. The arbitrator (and not any court) has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court will decide the enforceability of the class action waiver in Section 20.6 and any dispute about the batching process in Section 20.8.
20.3 Exceptions. Either party may (a) bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies; and (b) seek injunctive or other equitable relief in court to protect its intellectual property rights or to prevent unauthorized access to or abuse of the Service. Claims of sexual assault or sexual harassment arising in connection with the Service may, at the claimant’s election, be brought in court as provided by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
20.4 Procedure; Venue. Arbitration will be conducted by a single arbitrator. For claims of $25,000 or less, arbitration will be conducted on the basis of documents alone unless the arbitrator determines a hearing is warranted or a party requests one. Any in-person hearing will be held in St. Louis, Missouri, unless you and Odyzi agree otherwise or the AAA rules or the arbitrator, for consumer-protective reasons, designates the county of your residence; either party may elect to participate by videoconference. The arbitrator may award the same individualized relief a court could award, and must issue a reasoned written decision.
20.5 Fees. Payment of AAA filing, administration, and arbitrator fees is governed by the AAA Consumer Arbitration Rules. Odyzi will pay such fees to the extent required by those rules and applicable law, and will not seek attorneys’ fees or costs from you in arbitration unless the arbitrator determines your claim was frivolous or brought in bad faith.
20.6 Jury Trial Waiver; Class Action Waiver. YOU AND ODYZI EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. If the waiver in this Section 20.6 is held unenforceable as to a particular claim for public injunctive or representative relief, that claim (and only that claim) will be severed and stayed for court determination after arbitration of all arbitrable claims.
20.7 Severability; Survival. Except as stated in Section 20.6, if any portion of this Section 20 is held unenforceable, the remainder remains in effect. This Section 20 survives termination of these Terms and your account.
20.8 Mass Filings. If 25 or more demands for arbitration are filed against Odyzi by the same or coordinated counsel raising similar claims, the demands shall be resolved in staged, batched proceedings administered by the AAA in batches of up to 50 demands at a time before a single arbitrator per batch, with fees assessed per batch, and the parties shall participate in a global mediation after resolution of the first batch. Each claimant retains the right to an individual determination of that claimant’s own claim on that claimant’s own evidence. No determination in any demand, and no decision of any arbitrator in any batch, binds, precludes, or has evidentiary or precedential effect against any claimant in another demand, and no demand is designated a bellwether or test case whose outcome is applied to any other claimant. Batching does not limit any claimant’s right to present evidence, to obtain the discovery available under the applicable AAA rules, or to a reasoned written decision on that claimant’s own claim. Where the AAA applies its Mass Arbitration Supplementary Rules, those rules govern to the extent they conflict with this Section 20.8. Either party may seek relief in a court of competent jurisdiction to enforce this Section 20.8. Limitations periods are tolled for demands awaiting a batch.
20.9 Opt-Out. You may opt out of this arbitration agreement (other than the jury trial waiver) by sending written notice to legal@odyzi.app within 30 days after first accepting these Terms, or within 30 days after the effective date of a material revision of this Section 20 as provided in Section 1.2, stating your name, account handle, and intent to opt out of arbitration. Opting out does not affect any other provision of these Terms.
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 20. For any claim not subject to arbitration, you and Odyzi consent to the exclusive jurisdiction and venue of the state and federal courts located in St. Louis, Missouri, and waive objections to such venue, except that either party may enforce a judgment in any court of competent jurisdiction. Nothing in this Section 21 waives any right or remedy a consumer holds under the law of the consumer’s state of residence that cannot be waived by agreement.
22.1 Entire Agreement. These Terms, the Privacy Policy, and any additional terms presented for specific features are the entire agreement between you and Odyzi regarding the Service and supersede all prior agreements on that subject.
22.2 Severability; Waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect. A failure to enforce a provision is not a waiver of it.
22.3 Assignment. You may not assign these Terms without our prior written consent; any attempted assignment in violation of this Section 22.3 is void. Odyzi may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law.
22.4 Force Majeure. Odyzi is not liable for delay or failure to perform resulting from causes beyond its reasonable control.
22.5 Notices. We may provide notices to you by email to your registered address, by in-app or on-Service notice, or by other reasonable means. Legal notices to Odyzi must be sent to Odyzi, Inc., Attn: Legal, 911 Washington Ave., Suite 501, St. Louis, MO 63101, with a copy to legal@odyzi.app.
22.6 Export and Government Use. You may not use the Service in violation of U.S. export control or sanctions laws. You represent that you are not located 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 that you are not listed on any U.S. Government list of prohibited or restricted parties. The Service is a “commercial product” or “commercial service,” and the software components of the Service are “commercial computer software” and “commercial computer software documentation,” as those terms are defined in 48 C.F.R. § 2.101. Any use, duplication, or disclosure by or for the U.S. Government is subject solely to the rights stated in these Terms, in accordance with 48 C.F.R. § 12.212 and, for Department of Defense acquisitions, 48 C.F.R. §§ 227.7202-1 through 227.7202-4.
22.7 App Stores. If you access the Service through an app distributed via the Apple App Store or Google Play, the applicable store terms also apply, and the following additional terms apply with respect to the Apple App Store: (a) these Terms are between you and Odyzi only, and not with Apple Inc. (“Apple”), and Odyzi alone is responsible for the app and its content; (b) your license to the app is a non-transferable license to use the app on any Apple-branded product that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the app may be accessed by other accounts associated with you through Family Sharing or volume purchasing; (c) Odyzi, and not Apple, is solely responsible for providing maintenance and support for the app; (d) Odyzi, and not Apple, is responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed, and in the event of any failure of the app to conform to an applicable warranty, you may notify Apple, Apple will refund the purchase price of the app to you, and, to the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the app; (e) Odyzi, and not Apple, is responsible for addressing any claim of yours or of a third party relating to the app, including product liability claims, claims that the app fails to conform to a legal or regulatory requirement, and claims arising under consumer protection, privacy, or similar law; (f) Odyzi, and not Apple, is solely responsible for the investigation, defense, settlement, and discharge of any claim that the app, or your use of it, infringes a third party’s intellectual property rights; (g) you must comply with the applicable third-party terms of agreement when using the app; (h) Odyzi’s name, address, telephone number, and email address for app support are stated in Section 23; and (i) Apple and Apple’s subsidiaries are third-party beneficiaries of this Section 22.7 and of your representations in Section 22.6, and upon your acceptance of these Terms Apple has the right to enforce those provisions against you. Google is a third-party beneficiary of this Section 22.7 to the same extent. Neither Apple nor Google is a party to these Terms, has any obligation to furnish maintenance or support for the app, or is responsible for addressing any claim relating to the app.
22.8 California Notice. Under California Civil Code § 1789.3: Odyzi’s name, address, and telephone number are stated in Section 23; Odyzi imposes no charge for access to or use of the Service, and any charge for a paid ticket, registration, or promoted placement is the amount disclosed under Section 11.4 at the time of the transaction; and California users may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834; (800) 952-5210.
22.9 Electronic Records and Signatures. You consent to the use of electronic records and electronic signatures in connection with these Terms and the Service, and you agree that your click, tap, or other affirmative act indicating acceptance constitutes your signature to these Terms, in each case within the meaning of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 through 7031, and the Missouri Uniform Electronic Transactions Act, sections 432.200 through 432.295 of the Revised Statutes of Missouri. Odyzi may satisfy any obligation to deliver a record in writing by delivering it electronically under Section 22.5. You may withdraw this consent only by closing your account, and you may obtain a paper copy of any record Odyzi has delivered to you electronically by requesting it at the address in Section 23.
22.10 No Third-Party Beneficiaries. These Terms confer no right or remedy on any person other than you and Odyzi, except that Apple and Google hold the rights stated in Section 22.7 and Stripe holds the benefit of your agreement in Section 11.2 to the Stripe Connected Account Agreement.
22.11 Construction. In these Terms: “include,” “includes,” and “including” are not words of limitation; “any” means any and all, and is not limited by an example given; “or” is not exclusive; the singular includes the plural; “days” means calendar days unless business days are specified; a reference to a statute or regulation includes any successor provision; and headings are for convenience only and do not affect interpretation.
Odyzi, Inc.
911 Washington Ave., Suite 501, St. Louis, MO 63101
Telephone: 314.718.7889 · General: live@odyzi.app · Legal: legal@odyzi.app · DMCA: dmca@odyzi.app · Content reports: content@odyzi.app · Security: security@odyzi.app · Privacy: privacy@odyzi.app