Please read these SeatGeek, Inc. ("SeatGeek", "we", "our", or "us") Terms of Use
("Terms") carefully as they govern your use of SeatGeek's websites ("Site"), mobile applications ("Apps"), and other services,
products, and content made available by SeatGeek (collectively, the "Services"). By clicking on the "I Accept", "Place Order", or
"Sign up" button, registering for an Account, making a purchase, listing a ticket for sale, browsing a Site, downloading an App, or otherwise
accessing or using the Services, YOU ARE ENTERING INTO A BINDING CONTRACT, and you represent that (a) you have read, understand, and agree to be
bound by these Terms, (b) you are at least thirteen (13) years old and of legal age to form a binding contract, and (c) you have the authority to
enter into these Terms personally or on behalf of a company you have named as the user, and to bind that company to these Terms. "You" refers to
the individual or company, as applicable, identified as the user when you registered an Account. If you do not agree to be bound by these Terms,
you must not access or use the Services.
Please be aware that Section 14 of these Terms contains provisions governing how claims are resolved that you and SeatGeek
have against each other, including, without limitation, any claims that arose or were asserted prior to the effective date of these Terms. IN
PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND SEATGEEK TO BE SUBMITTED TO
BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT, DISPUTES BETWEEN YOU AND SEATGEEK WILL BE RESOLVED SOLELY ON AN
INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
Certain Services may be subject to additional terms ("Supplemental Terms"). Supplemental Terms will either be
incorporated into these Terms or presented to you for your acceptance when you sign up for or otherwise use the applicable Services. If these Terms are
inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Services. These Terms and any applicable
Supplemental Terms are referred to herein as the "Terms." The SeatGeek Privacy Notice describes how we collect, process, and disclose personal information.
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY SEATGEEK IN ITS SOLE DISCRETION AT ANY TIME. If you do not
agree to any change, you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change.
PLEASE REGULARLY CHECK THE SITE OR APPS TO VIEW THE THEN-CURRENT TERMS.
- SeatGeek Services. SeatGeek is an online ticketing platform that connects Ticket buyers and sellers, such as Event Partners and Resellers
(collectively, "Sellers"), and facilitates the purchase, transfer, listing, and sale of Tickets to events. "Tickets" includes tickets or
other types of evidence of admission (such as electronic tickets, passes, or other approved means of entry) and related items (such as parking passes)
for events.
- SeatGeek Ticketing. SeatGeek operates as the ticketing partner for third parties, including teams, leagues, venues, and other organizers (each, an
"Event Partner"). Event Partners, not SeatGeek, are responsible for their events, including organizing, scheduling, staging, cancelling,
postponing, and setting policies for the event. For example, Event Partners are responsible for refund and exchange policies as well as in-venue codes
of conduct. Tickets to Event Partner events purchased through the Services are not only subject to these Terms, but any applicable terms of the Event
Partner. You acknowledge that by purchasing Tickets to any Event Partner event through the Services, you agree to the applicable Event Partner terms,
and understand that we are not party to any such terms. Entry to an Event Partner event will be in accordance with the policies of the Event Partner
and venue of the event.
- SeatGeek Secondary Ticket Marketplace. SeatGeek also provides an online secondary ticket marketplace (the "Secondary Marketplace") that is designed to
connect buyers with resellers, including other fans, season ticket holders, and professional resellers ("Resellers"), to purchase resale Tickets
("Resale Tickets"). In connection with Secondary Marketplace transactions, other than as provided under our Buyer Guarantee, SeatGeek makes no
guarantee regarding (a) the existence, quality, safety, or legality of Resale Tickets, (b) the truth or accuracy of Resellers' marketing, listings, or
content, (c) the ability of Resellers to sell or transfer Tickets, or (d) that a Reseller will complete any Secondary Marketplace transaction. Unless
otherwise expressly stated by SeatGeek, the display of any Resale Tickets, events, or Resellers on the Secondary Marketplace does not in any way imply,
suggest, or constitute an endorsement by SeatGeek of those Resale Tickets, events, or Resellers, or any sponsorship of us by such Reseller, or any
other affiliation between such Reseller and us.
- Resale Tickets. The ticket price for Resale Tickets may be set at, above or below, the original price of the Ticket. Unless otherwise
noted, Resale Tickets may be transferable, even if another person's name appears on the face of the Resale Ticket. Resellers are obligated to deliver
Resale Tickets to you prior to the event, and you will be protected by our Buyer Guarantee if a Reseller fails to provide you the Tickets prior to an
event. Prior to purchase, we may provide the original ticket price for a Resale Ticket listed on the Services, in accordance with applicable law. We
can only provide the original price if we have access to the information, either from (i) our own records as the ticketing partner for the original
sale, or (ii) from the Reseller themselves. If we receive this information from the Reseller, we do not independently verify the truthfulness or
accuracy of such information.
- Buying Tickets. You are solely responsible for paying for your Tickets, including applicable Service Fees. By purchasing a Ticket through our
Services, you enter into a binding contract with SeatGeek and as applicable, the Event Partner. All sales are final, and, except as provided under our
Buyer Guarantee, you will not receive a refund for any completed purchase. You cannot change or cancel orders after a purchase is complete, although
certain Tickets may be eligible to be resold subject to the Seller Terms.
- Ticket Delivery. You agree to provide Sellers and SeatGeek with the information necessary for delivery of Tickets, including, as applicable, email
address and physical address. If you provide incomplete or incorrect information for the delivery of Tickets, or you are unavailable to receive the
Tickets when they are delivered, you will not be eligible for a refund or our Buyer Guarantee.
- Purchase Limits. In an effort to give all interested users an opportunity to purchase Tickets through the Services and to discourage unfair or
prohibited Ticket buying practices, Event Partners may set limits on the number of Tickets (including, parking spaces and seats) a single user may
purchase ("Purchase Limits"). Purchase Limits may be communicated during the purchase process or enforced by the functionality of the Services.
Tickets purchased for an event through the Services during multiple online sessions or through different purchasing channels may be aggregated to
ensure compliance with any applicable Purchase Limit. Every Account must be linked to a unique individual, and a single buyer may not use multiple
accounts to circumvent or exceed Purchase Limits. If you exceed or attempt to exceed the Purchase Limit for a particular event, SeatGeek and as
applicable, an Event Partner may, without notice, and at our or their sole discretion, (a) cancel any Ticket purchases made by you for such event, (b)
return the Tickets to the Event Partner, (c) prohibit your ability to purchase Tickets to the event, and (d) suspend or terminate your Account.
- Ticket Bots Prohibited. You may not use ticket bot technology to search for, reserve, or purchase Tickets through the Services. You are prohibited
from using automated ticket purchasing software in connection with the Services and from circumventing any security measure, access control system,
Purchase Limit, or other technological control or measure on the Services. You represent and warrant, at all times, that you are and will remain in
compliance with the U.S. Better Online Ticket Sales Act (BOTS Act) and other applicable laws prohibiting the use of bots or automated systems in
connection with ticket purchases.
- SeatGeek Deal Score. SeatGeek may provide algorithmic guidance regarding seat quality, value, and price. All guidance is solely informational and without
any warranty as to accuracy or utility.
- Currency. All prices for Tickets are in United States dollars unless noted otherwise.
- Buyer Guarantee. We want you to be able to buy Tickets with confidence. Accordingly, each Ticket purchase is covered by SeatGeek's Buyer Guarantee
("Buyer Guarantee").
- Selling Tickets. If you are a Reseller that is not part of our Seller Direct Program, your Ticket sales are subject to our Sellers Terms, which
are hereby incorporated into these Terms.
- Ticket Transfers. You may transfer or, through SeatGeek Parties, share Tickets with other SeatGeek users, and receive transferred or shared
Tickets from other users into your Account (collectively, a "Transfer"). SeatGeek cannot reverse a completed Transfer. You are responsible for
providing accurate recipient information, and SeatGeek is not responsible for any mistakes, errors, omissions, or activities of a user receiving or
initiating a Transfer.
- Account; Registration.
- Registering Your Account. In order to access or use certain Services, you may be required to register an account with SeatGeek (an
"Account"). To open an Account, you represent that you are not a person barred from using the Services under the laws of the United States, your
place of residence, or any other applicable jurisdiction. You agree not to create an Account or use the Services if you have previously had an Account
terminated by SeatGeek, or if you have been previously banned from any Services. You are responsible for all activities that occur on your Account,
whether or not you know about them.
- Registration Information. To register and maintain a valid Account, you agree to provide true, accurate, current, and complete information about
yourself as prompted by the registration process. You agree to maintain and promptly update such information to keep it true, accurate, current, and
complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or SeatGeek has reasonable grounds to suspect that
such information is untrue, inaccurate, not current, or incomplete, SeatGeek has the right to suspend or terminate your Account and refuse any and all
current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf
of someone other than yourself.
- Credentials. You may not share your Account or password with anyone, and you agree to (a) notify SeatGeek immediately of any unauthorized use of
your password or any other breach of security, and (b) exit from your Account at the end of each session. SeatGeek reserves the right to remove or
reclaim any username at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's
rights.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, for instance, a mobile device that is
suitable to connect with and use the Apps. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when
accessing or using the Services.
- Ownership.
- SeatGeek Properties. You agree that as between you and SeatGeek, we, our suppliers, and our licensors own all rights, title, and interest in the
Services and all content, data, designs, images, photographs, software, and source code available or discoverable on the Services ("Service
Content"). You agree that you have no right or title in or to the Service Content or the Services. SeatGeek's trademarks, service marks, and logos
("SeatGeek Marks") and the trademarks, service marks, and logos of Event Partners (together with SeatGeek Marks, the "Marks") displayed
in the Services are the property of SeatGeek or the applicable Event Partner. The Marks, Services, and Service Content are protected by copyright,
trademark, patent, and other intellectual property laws throughout the world and must not be used in any way without express written consent. You will
not remove, alter, or obscure any Mark, copyright notice, or other proprietary marking contained on or in the Service. All goodwill generated from the
use of the SeatGeek Marks will inure solely to SeatGeek's benefit. Except as otherwise permitted by applicable law, you may not use the Marks to
disparage SeatGeek or an Event Partner or our or their respective products or services, or in any manner that may damage goodwill in the Marks. You may
not use any Marks as part of a link to, or from any website, without SeatGeek's express written consent.
- App License. Subject to your compliance with these Terms, SeatGeek grants you a limited non-exclusive, non-transferable, non-sublicensable,
revocable license to download, install, and use a copy of the Apps on a mobile device that you own or control and to run such copy of the App solely
for your own personal or internal business purposes. SeatGeek and its suppliers, licensors, and service providers reserve all rights not granted in
these Terms.
- Updates. You understand that the Services are evolving. As a result, SeatGeek may require you to accept updates to the Services that you have
installed on your device. You acknowledge and agree that SeatGeek may update the Services with or without notifying you. You may need to update
third-party software from time to time in order to use the Services. Any future release, update, or other addition to the Services shall be subject to
these Terms.
- Feedback. You agree that submission of any ideas, suggestions, documents, or proposals to SeatGeek ("Feedback"), including by leaving
reviews on the App Store or Play Store, is gratuitous and that we have no obligations (including obligations of confidentiality) with respect to such
Feedback. You represent and warrant that you have all rights necessary to submit Feedback. You hereby grant to SeatGeek a fully paid, royalty-free,
perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt,
modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to
sublicense the foregoing rights, in connection with conducting our business, operating the Services, developing new products and services, and other
lawful purposes.
- Your Conduct.
- Unauthorized Use or Access. You agree that you will not attempt to, or assist any third party in attempting to, do any of the following:
- License, sell, rent, lease, transfer, assign, reproduce, distribute, host, or, other than as permitted by the functionality of the Services, otherwise commercially exploit the Services or any portion of the Services;
- Except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post, or transmit the Services in any form or by any means;
- Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
- Interfere with the proper functioning of the Services or connect to or use the Services in any way not expressly permitted by these Terms;
- Access the Services in order to build a similar or competitive website, application, or service;
- Systematically retrieve Service Content or other data from the Services or other SeatGeek systems or networks to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- Use, display, mirror, or frame the Services, or any individual element within the Services, SeatGeek's name, any SeatGeek Mark, or other proprietary information, or the layout and design of any page or form contained on a page, without SeatGeek's express written consent, or utilize framing techniques to enclose any SeatGeek Mark or Service (including images, text, or page layout or form);
- Use any metatags or other "hidden text" using SeatGeek's name or Marks;
- Use any unauthorized software that accesses, intercepts, "mines" or otherwise collects information from or through the Services or that is in transit from or to the Services, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Services;
- Intercept, examine, or otherwise observe any proprietary communications protocol used by a client, a server, or the Services, whether through the use of a network analyzer, packet sniffer, or other device;
- Make any automated use of the Services, or take any action that imposes or may impose (in SeatGeek's sole discretion) an unreasonable or disproportionately large load on the Services' infrastructure;
- Bypass any robot exclusion headers or other measures SeatGeek takes to restrict access to the Services, or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Services, or harvest or manipulate data on or from the Services;
- Use, facilitate, create, or maintain any unauthorized connection to the Services, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Services; or (ii) any connection using programs, tools, or software not expressly approved by SeatGeek;
- Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Services, or to obtain any information from the Services;
- Upload, post, e-mail, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- Solicit or attempt to solicit personal information from other users of the Services;
- Use the Services to collect, harvest, transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information, or credit, debit, or account numbers;
- Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information; or
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "pcms").
You further acknowledge and agree that you will not access any Service for the purpose of bringing a claim or action against SeatGeek including, but not limited to, patent infringement or ADA non-compliance.
- Acceptable Use Policy. In connection with your use of the Services, you shall not attempt to, or assist any third party in attempting to:
- Violate the SeatGeek Content Policy & License;
- Harm minors in any way;
- Impersonate any person or entity, including, but not limited to, SeatGeek personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Violate any applicable local, state, national, or international law or regulation, or any order of a court;
- Register for more than one Account or register for an Account on behalf of an individual other than yourself;
- Conceal your or someone else's identity by using multiple Internet Protocol addresses or email addresses, or by any other means;
- Stalk or otherwise harass any SeatGeek customer, user, employee, or contractor; or
- Advocate, encourage, or assist any third party in doing any of the foregoing activities in this Section.
Any unauthorized use of the Services (in addition to any other right or remedies) shall result in the automatic and immediate termination of the licenses granted by SeatGeek pursuant to these Terms and/or suspension or termination of your Account.
- Speculative Ticketing. For the purpose of these Terms, "Speculative Ticketing" means the sale of Tickets for which the Seller has neither
the possession of the actual Ticket nor the right to receive a Ticket that is materially consistent with the description of the Ticket listed for sale
on the Secondary Marketplace. SeatGeek does not permit Speculative Ticketing and stands behind our Buyer Guarantee for any Tickets sold on the
Secondary Marketplace that are not delivered to you by the Reseller prior to an event. SeatGeek reserves the right to request from Resellers proof of
purchase or any other documentary evidence for any Ticket listing that is suspected to be Speculative Ticketing. Failure to present adequate
documentation within the timeframe requested by SeatGeek may result in the removal of the listing, Account suspension or termination, or any other
measures permitted under these Terms.
- Fees, Purchase Terms, and Credits.
- Service Fees. SeatGeek may charge fees for buying or selling Tickets through our Services, as well as delivery or fulfillment fees (collectively,
"Service Fees"). Event Partners may also charge fees for buying Tickets through our Services. SeatGeek reserves the right at any time to change
our Service Fees, billing methods, or payout methods. SeatGeek may retain Service Fees if you do not fulfill your obligations hereunder.
- Payments by Buyers. You must provide SeatGeek with a valid payment method, such as a credit or debit card ("Payment Method"). If you pay
with a credit of debit card issued by Visa, MasterCard, American Express, or any other issuer accepted by us, your agreement with such issuer governs
your use of such credit or debit card, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing
SeatGeek with a Payment Method, you agree to pay and SeatGeek is authorized to immediately invoice your Account for all Service Fees and charges due
and payable to SeatGeek hereunder in accordance with the fee, charge, and billing terms in effect at the time a fee or charge is due and payable, and
that no additional notice or consent is required. You agree to immediately notify SeatGeek of any change in your billing address or Payment Method.
- Event Cancellations and Postponements.
- Canceled Events. If an event is canceled and not rescheduled (a "Canceled Event"), SeatGeek will remove the event from the Services, and
you will receive a notice of the cancellation and further instructions. You may be required to retain your Tickets to Canceled Events and send them
back to SeatGeek or to the Seller, as directed by SeatGeek or the Seller. All Tickets to Canceled Events are backed by our Buyer Guarantee. SeatGeek's
refund policy is intended, at all times, to comply with all applicable state laws, including those that require the refund of a Ticket for a Canceled
Event. If you did not receive a refund for a Canceled Event but believe that you are entitled to one under applicable state law, please contact
SeatGeek immediately at Hi@seatgeek.com.
- Postponed Events. Refunds or Credits will not be issued for postponed events, unless they are canceled. See the postponement policy under our
Buyer Guarantee for more information.
- All Sales Final; Other Event Changes. All sales are final. SeatGeek is not responsible for any other event changes, such as partial performances or venue, line-up,
or time changes. No refunds or Credits will be issued under such circumstances.
- Event Partner Events. Notwithstanding anything to the contrary herein, to the extent an Event Partner has its own policies and terms for cancelled
or postponed events, or other event changes, SeatGeek may be required by such Event Partner to follow such policies and terms and you agree to be
bound by those policies and terms.
- Taxes. If any Services, or payments for any Services or Tickets, under these Terms are subject to Sales Tax in any jurisdiction, you will be
responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify SeatGeek for
any liability, penalties, interest, or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official
receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section,
"Sales Tax" shall mean any admissions, sales or use tax, or any other tax measured by sales proceeds that SeatGeek is permitted to pass to our
customers and that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose an admissions, sales,
or use tax.
- Withholding Taxes. You agree to make all payments of Service Fees to SeatGeek free and clear of, and without reduction for, any withholding taxes.
Any such taxes imposed on payments of Service Fees to SeatGeek will be your sole responsibility, and you will provide SeatGeek with official receipts
issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
- Third-Party Payment Processing. SeatGeek utilizes third-party payment processing services. The processing of payments may be subject to terms and
conditions of the third-party payment processors in addition to these Terms. You must notify us in writing within seven (7) days after receiving your
credit card statement if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be sent to the
following email address: Hi@Seatgeek.com.
- Credits. SeatGeek may offer promo codes, discount credits, or other types of credits ("Credits"). In order to utilize a Credit,
you need to have an Account.
- Expiration. Credits issued as refunds for Cancelled Events or subject to SeatGeek Swaps do not expire. For all other types of Credits, if
no expiration date is listed or otherwise conveyed to you, Credits will expire one year after the first day it can be utilized.
- One-Time Use. Unless otherwise stated, a Credit is for one-time use only. Thus, if the total price of the Ticket purchased is less than
the monetary amount of the Credit, the difference is forfeited and cannot be utilized in subsequent purchases.
- One Credit Per Transaction. Unless otherwise stated, only one Credit may be used per transaction.
- No Unauthorized Distribution. A Credit is for personal use only and may not be copied, shared, reproduced, distributed, or published either directly or
indirectly in any form, including online on third-party websites, or stored in data retrieval systems without our prior written approval. SeatGeek
reserves the right to withdraw or deactivate any Credit (other than one which has been purchased) for any reason, at any time.
- Redemption. Credits may only be redeemed through the Services, and not through any other website, marketplace, or method of communication.
Except where required by law, Credits cannot be redeemed for cash or cash equivalent, returned, exchanged, reproduced, modified, sold, traded,
transferred, refunded, or replaced if lost or stolen.
- Chargebacks. If (i) you initiate a chargeback or payment dispute on a purchase that was validly authorized and fulfilled in accordance with these Terms, and we provide evidence to the card issuer that the transaction was valid, or (ii) we determine, in our sole discretion, that you have engaged in chargeback abuse or fraud, we reserve the right to:
- Suspend or terminate your Account or access to our Services;
- Refuse to process future orders or transactions from you, or any Account or payment method associated with you;
- Pursue collection of any amounts owed to us, including without limitation, through lawful means such as collection agencies or legal proceedings; or
- Take any other action as we deem necessary and permitted under the law.
Chargeback abuse includes, but is not limited to, repeated chargebacks on valid transactions or disputing transactions as unauthorized or fraudulent when there is evidence of valid authorization. Nothing in these Terms is intended to limit or waive your rights under applicable card network rules or law to dispute a charge with your card issuer.
- Indemnification. You agree to indemnify, defend, and hold harmless SeatGeek, and SeatGeek's parents, subsidiaries, affiliates, officers,
directors, employees, agents, licensors, and partners, such as Event Providers or promoters (collectively, the "SeatGeek Parties") from any
losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, or inability to use,
the Services; (b) your violation of these Terms, including, without limitation, any Supplemental Terms; (c) your violation of any rights of another
party, including any other users of the Services; (d) your violation of any applicable laws, rules, or regulations; or (e) any disputes or claims
between you and any other user. SeatGeek reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you will fully cooperate with SeatGeek in asserting any available defenses. This provision does not
require you to indemnify any SeatGeek Party for any unconscionable commercial practice by such party or for such party's fraud, deception, false
promise, or misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services provided hereunder. You
agree that this Section will survive any termination of your Account, these Terms, or your access to the Services.
- Disclaimer of Warranties and Conditions.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE
RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. SEATGEEK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES,
REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
- SEATGEEK PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2)
YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL
BE ACCURATE OR RELIABLE.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. SEATGEEK MAKES NO WARRANTY,
REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER
CHARACTERISTICS OF THE SERVICES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEATGEEK OR THROUGH THE SERVICES WILL CREATE ANY
WARRANTY NOT EXPRESSLY MADE HEREIN.
- FROM TIME TO TIME, SEATGEEK MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH YOU MAY EXPERIMENT. SUCH FEATURES OR
TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SEATGEEK'S SOLE
DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SEATGEEK PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SEATGEEK PARTIES
LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY
WITH YOU.
- No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU
UNDERSTAND THAT SEATGEEK DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OR LISTINGS OF SELLERS OR OTHER USERS OF THE SERVICES. ANY TICKETS
PURCHASED OR SOLD THROUGH THE SERVICES ARE AT YOUR OWN RISK, AND SEATGEEK MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY TICKET IS VALID, THAT ANY
BUYER WILL PAY FOR A TICKET, THAT ANY SELLER WILL SELL A VALID TICKET, OR THAT ANY PARTY WILL COMPLETE A TRANSACTION.
- Limitation of Liability.
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SEATGEEK PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, OR
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, OR DAMAGES OR COSTS DUE TO
LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE SEATGEEK PARTIES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR
MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OF OR INABILITY TO USE THE SERVICES; (2) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER
BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY. THE FOREGOING DISCLAIMER SHALL NOT
APPLY TO LIABILITY OF A SEATGEEK PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY A SEATGEEK PARTY'S NEGLIGENCE; (B) ANY INJURY CAUSED BY A SEATGEEK
PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY DAMAGES THAT CANNOT BE DISCLAIMED BY APPLICABLE LAW.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL SEATGEEK PARTIES BE LIABLE TO YOU FOR MORE THAN (A) THE LESSER OF THE TOTAL AMOUNT PAID TO SEATGEEK OR TOTAL AMOUNT SOLD ON THE SERVICES BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES, WHICHEVER IS GREATER. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEATGEEK PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SEATGEEK PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A SEATGEEK PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEATGEEK AND YOU. THE
WAIVERS AND LIMITATIONS IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
- Remedies.
- Violations. SeatGeek reserves the right to investigate any possible violation by you of these Terms or any other policies or terms
set by SeatGeek or an Event Partner. If, as a result of the investigation, SeatGeek believes that criminal activity has occurred, SeatGeek reserves the
right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SeatGeek is entitled, except to the extent prohibited
by applicable law, to disclose any information or materials on or in the Services in SeatGeek's possession, to (1) comply with applicable laws, legal
process, or governmental request; (2) enforce these Terms, (3) respond to your requests for customer service, or (4) protect the rights, property, or
personal safety of SeatGeek, its customers, users, or the public, as SeatGeek in its sole discretion believes to be necessary or appropriate.
- Right to Cancel Transaction; Other Remedies.
- Right to Cancel Transaction. In certain circumstances, we may cancel a transaction you make through the Services, such as a purchase, listing,
sale, or transfer of a Ticket without notice. Such circumstances include, but are not limited to, the following:
(i) if an event is canceled without being rescheduled;
(ii) if the Payment Provider does not remit payment;
(iii) if there is an error in the pricing of a Ticket offered for sale through our Services;
(iv) if we or an Event Partner suspects, in our respective discretion, unauthorized or fraudulent use of an Account;
(v) if we or an Event Partner deems, in our respective discretion, that you or a party to the transaction breaches these Terms, applicable law, or the
other policies or terms of SeatGeek or an Event Partner, including venue code of conduct; or
(vi) if we or an Event Provider believes, in our respective discretion, that you or a party to the transaction has otherwise engaged in inappropriate
conduct in connection with the transaction, such as abusive behavior towards SeatGeek or Event Partner employees, or other fans, threats or violence to
others, or interference to any fan's enjoyment of an event.
To the extent permitted under applicable law, as part of the cancellation of any transaction, SeatGeek may revoke access to your Ticket, remove any
relevant sales proceeds from a Seller's Account, process a reversal of a prior funds transfer made to a Seller, charge the payment method on file for a
Seller, or cancel or reverse any transaction in its sole discretion.
- Other Remedies. In addition to the applicable remedies above, we may in our sole discretion or at the direction of any Event Partner also: (i)
terminate all or part of an individual's Account and access to the Services; (ii) permanently bar an individual from creating a new Account or
accessing the Services; and (iii) pursue any other action which SeatGeek or Event Partner deems appropriate.
- Third-Party Content and Services. The Services may allow you to access or connect the Services or your Account with third-party services or platforms, like
Event Partner websites or apps, social media networks, app stores, or streaming services, or access or navigate to third-party content, including links
to Event Partner and other third-party websites or resources (collectively, "Third-Party Services"). You acknowledge that (i) Third-Party
Services are not part of the Services, and (ii) SeatGeek is not responsible for any Third-Party Services, including the content, accuracy, legality,
appropriateness, or performance of such services. You assume all risk arising from your use of and interactions with any Third-Party Services, and your
use of any Third-Party Services is subject to the applicable third party's terms and policies.
- Term and Termination.
- Term. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect
while you have an Account or access or use the Services, unless terminated earlier in accordance with these Terms. Notwithstanding the foregoing, if
you used the Services prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commenced on the date you first
used the Services and will remain in full force and effect while you have an Account or access or use the Services, unless earlier terminated in
accordance with these Terms.
- Termination of Services by SeatGeek. If timely payment cannot be charged to your payment method for any reason, you have materially breached any provision of
these Terms, you violate (or are suspected of violating) any applicable law, SeatGeek is required to do so by law (e.g., where the provision of the the
Services is, or becomes, unlawful), or as otherwise permitted in these Terms, SeatGeek has the right to, immediately and without notice, suspend or
terminate your Account and any Services provided to you. You agree that any such suspension or termination shall be made in SeatGeek's sole discretion
and that SeatGeek shall not be liable to you or any third party for any such suspension or termination of your Account or the Services.
- Termination of Services by You. If you want to terminate the Services provided by SeatGeek, you may do so by ceasing to use the Services and deleting your
Account.
- Effect of Termination. Termination of any Service includes removal of access to such Service, and may include prohibiting further use of the
Services. Your right to use such Service will terminate immediately. SeatGeek does not have any liability whatsoever to you for any suspension or
termination. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation,
ownership provisions, warranty disclaimers, and limitation of liability.
- No Subsequent Registration. If your Account is terminated or your ability to access the Services is discontinued by SeatGeek as permitted by these
Terms, then you agree that you shall not attempt to obtain a different Account or access or use the Services in any manner, and you acknowledge that
you will not be entitled to receive a refund for Service Fees or charges related to Services to which your access has been terminated. In the event
that you violate the preceding sentence, SeatGeek reserves the right, in its sole discretion, to immediately take any or all of the actions set forth
herein without any notice or warning to you.
- International Users. The Services can be accessed from countries around the world and may contain references to Services that are not available in
your country. These references do not imply that SeatGeek intends to announce such Services in your country. The Services are controlled and offered
by SeatGeek from its facilities in the United States of America. SeatGeek makes no representations that the Services are appropriate or available for
use in locations other than the United States or Canada. Those who access or use the Services from other countries do so at their own volition and are
responsible for compliance with applicable law.
- Dispute Resolution.
- THIS SECTION SETS FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH DISPUTES BETWEEN YOU AND SEATGEEK WILL BE
RESOLVED THROUGH INDIVIDUAL ARBITRATION ("ARBITRATION AGREEMENT"). PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SEATGEEK TO ARBITRATE
DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND SEATGEEK CAN SEEK RELIEF FROM EACH OTHER. WITH LIMITED EXCEPTIONS, ARBITRATION PRECLUDES YOU AND
SEATGEEK FROM SUING IN COURT. YOU AND SEATGEEK AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS. YOU AND SEATGEEK ARE WAIVING THE RIGHT TO
A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. YOU AND SEATGEEK ARE EACH WAIVING THE RIGHT TO TRIAL BY A
JURY.
- Dispute Resolution/Notice Regarding Mandatory Arbitration. SeatGeek is committed to customer satisfaction. So, if you have an issue, we will try to resolve your concerns. But, if
we are unsuccessful, the process for pursuing claims is explained in this section. You and SeatGeek agree to give the other an opportunity to resolve
any Disputes informally by sending us written notice. If you assert a Dispute against SeatGeek, you will first contact SeatGeek by sending written
notice ("Claimant Notice") to "SeatGeek Legal Department: Arbitration Claim Manager," at 902 Broadway, Floor 10, New York, New York 10010, with
an email copy to legal@seatgeek.com. The Claimant Notice must: (i) include your name, address, user name (if any), email address you used to set up
your SeatGeek account (if any), and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief
sought. If SeatGeek asserts a Dispute against you, SeatGeek will first contact you by sending a written notice ("SeatGeek Notice") to you via
email to the primary email address associated with your Account. It is your responsibility to keep your contact information up to date. The SeatGeek
Notice must (i) include the name of a SeatGeek contact and the contact's email address and telephone number; (ii) describe the nature and basis of the
Dispute; and (iii) set forth the specific relief sought. The Claimant and SeatGeek Notices must be signed by the party initiating the Dispute (i.e.,
either you personally or a SeatGeek representative).
- Informal Dispute Resolution. You and SeatGeek agree to give each other an opportunity to resolve any Dispute through an informal dispute
resolution process within sixty (60) days after receipt of a Claimant or SeatGeek Notice. As part of these efforts, either party has the option to ask
the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may
participate in the conference, but you must also personally participate. The Informal Dispute Resolution Conference, if requested by either party,
shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of
law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot
participate in the same Informal Dispute Resolution Conference unless all parties agree. The Informal Dispute Resolution process lasts 60 days and is a
mandatory precondition to commencing arbitration. If we cannot reach an agreement to resolve the Dispute within sixty (60) days after email receipt of
a Claimant or SeatGeek Notice, then either party shall have the right to submit the Dispute to binding arbitration or in small claims court as set
forth below. The statute of limitations and any filing fee deadlines shall be tolled for sixty (60) days from the date that either you or SeatGeek
receive a Claimant or SeatGeek Notice so that the parties can engage in this informal dispute resolution process.
- Applicability of Arbitration Agreement. Except as specifically stated in this Section, any dispute, claim, or controversy between you and SeatGeek and/or its
subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein
as the "SeatGeek Entities") arising out of, relating in any way to, or in connection with these Terms, the SeatGeek Site, Apps, or Services or
your use of the SeatGeek Site, Apps, or Services, your personal information, or any aspect of your relationship with SeatGeek, including any dispute,
claim, or controversy that arose before you accepted these Terms, regardless of whether prior versions thereof required arbitration
("Dispute(s)"), shall be resolved exclusively by final, binding arbitration; except that: (a) you or SeatGeek may bring a qualifying claim over
a Dispute in a small claims court; (b) you or SeatGeek may seek equitable relief in court for infringement or other misuse of intellectual property
(such as trademarks, trade dress, domain name, trade secrets, copyrights, and patents); or (c) you or SeatGeek may seek equitable relief in court for
any illegal or intentional act affecting the accessibility, functionality, or the security of the SeatGeek Site, Apps, or Services or the general
business interests of SeatGeek.
- Federal Arbitration Act. These Terms evidence a transaction involving interstate commerce. Notwithstanding any other provision herein with respect
to applicable substantive law, the Federal Arbitration Act (9 U.S.C. § 1 et seq.) ("FAA"), will govern the interpretation and enforcement of
this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration proceedings.
- Rules and Forum. The arbitration shall be administered by National Arbitration and Mediation ("NAM") in accordance with its
Comprehensive Dispute Resolution Rules and Procedures (the "NAM Rules") in effect when the arbitration is commenced, except as modified by this
Section. The NAM Rules are available at https://www.namadr.com/resources/rules-fees-forms. The NAM Mass Filing Supplemental Dispute Resolution Rules
and Procedures (the "NAM Mass Filing Rules") will apply if twenty-five (25) or more similar claims are asserted against SeatGeek by the same or
coordinated counsel or are otherwise coordinated ("Mass Filing"). A party who wishes to initiate arbitration must provide the other party with a
request for arbitration (the "Demand"). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party
seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of
the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation
of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described
above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you
send to SeatGeek should be sent by email to "SeatGeek Legal Department: Arbitration Claim Manager," at 902 Broadway, Floor 10, New York, New York
10010, with an email copy to legal@seatgeek.com. SeatGeek will provide the Demand to your email address associated with your account. It is your
responsibility to keep your contact information up to date. Any arbitration hearing will be conducted by videoconference to the extent possible, but if
the arbitrator determines that a hearing should be conducted in person, the place shall be the county where you reside or at another agreed upon
locale, unless the Batch Arbitration process discussed below applies in which case the arbitrator will determine the locale.
- Batch Arbitration. To increase the efficiency of administration and resolution of any such Mass Filing, you and SeatGeek also agree that in the
event that there are twenty-five (25) or more individual arbitrations of a substantially similar nature filed against SeatGeek by or with the
assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period NAM shall (1) administer the arbitration demands
in batches of 100 claims per batch (or, if between twenty-five (25) and ninety-nine (99) individual demands are filed, a single batch of all those
demands, and, to the extent there are fewer than 100 demands remaining after the batching described above, a final batch consisting of the remaining
demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set
of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator,
and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled ("Batch
Arbitration"). NAM shall administer all batches concurrently, to the extent possible. To the extent the parties disagree on any issue arising out
of relating to the Batch Arbitration, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the
applicability of the Batch Arbitration process ("Procedural Arbitrator"). The Procedural Arbitrator's fees shall be paid by SeatGeek. This
provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving
joint or consolidated claims under any circumstances, except as expressly set forth in this provision. All parties agree that arbitrations are of a
"substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek
the same or similar relief.
- Fees and Costs. You and SeatGeek will be required to pay fees as assessed by NAM in accordance with the NAM Rules. The parties shall bear
their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought was
frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
- Confidentiality. You and SeatGeek agree that the existence of the arbitration, all materials and documents exchanged during the
arbitration proceedings, and the arbitration award shall be kept confidential and shall not be shared with anyone except the parties' attorneys,
accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the
arbitration proceedings confidential. If you or SeatGeek submits a dispute to arbitration and the arbitrator orders any exchange of information, you
and SeatGeek agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive
information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and SeatGeek
agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of
discovery in the arbitration.
- Award. The arbitrator's award will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local
agencies and, if the law allows, they can seek relief against us for you.
- Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be
selected by the parties from NAM's roster of consumer dispute arbitrators, provided that if the Batch Arbitration process is triggered, NAM, without
soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment. The
arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the
interpretation or application of this Arbitration Agreement, including the enforceability, revocability, scope, or validity of this Arbitration
Agreement or any portion of this Arbitration Agreement, except that all Disputes arising out of or relating to class action waiver including any claim
that it is unenforceable, illegal, void or voidable, or that it has been breached, shall be decided by the courts as described below in Section 15.6
and not by an arbitrator.
- Jury Trial Waiver. YOU AND SEATGEEK HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE
OR A JURY. You and SeatGeek are instead electing that all Disputes shall be resolved under this Arbitration Agreement, except as specified in this
Section. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Class Action Waiver. YOU AND SEATGEEK FURTHER AGREE THAT, EXCEPT AS SPECIFIED ABOVE IN CONNECTION WITH THE BATCHING PROCESS, EACH OF US MAY
BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL
RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL
RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the
individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything
to the contrary in this Arbitration Agreement, if a final decision is rendered, not subject to any further appeal or recourse, that any provision of
this Subsection 14.13 ("Class Action Waiver") is invalid or unenforceable as to a particular request for relief (such as a request for public
injunctive relief), you and SeatGeek agree that that particular request for relief (and only that particular request for relief) shall be severed from
the arbitration and may be litigated in the courts as described below in Section 14.16. The parties agree that any claims or requests for relief that
are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are
finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or SeatGeek from
participating in a class-wide settlement of claims.
- One Year to Assert Claims. You and SeatGeek agree that regardless of any statute or law to the contrary, and except as tolled herein, any Dispute must be
filed in arbitration or small claims court within one year after such claim arose or it will be forever banned.
- 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the following
address: SeatGeek Legal Department, 902 Broadway, Floor 10, New York, NY 10010, within 30 days after first agreeing or becoming subject to this
Arbitration Agreement. Your notice must include your name and address, your SeatGeek username (if any), the email address you used to set up your
SeatGeek account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be
effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no
effect on your or SeatGeek's rights. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting
out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with
us.
- Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be
invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration
Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SeatGeek.
- Modification. Notwithstanding any provision in these Terms to the contrary, SeatGeek may make modifications, deletions, and additions
to this Arbitration Agreement from time to time. Changes will be posted here, which you should regularly check for the most recent version. If you
continue to use the Services after the effective date of any changes to this Arbitration Agreement, then you are deemed to have accepted those
revisions. For any material change, you may reject that change within thirty (30) days of such change becoming effective by writing SeatGeek at the
following address: SeatGeek Legal Department, 902 Broadway, Floor 10, New York, NY 10010. Changes to this Arbitration Agreement shall not apply to any
claim that was filed in a legal proceeding against SeatGeek or you prior to the effective date of the modification. Changes to this Arbitration
Agreement do not provide you with a new opportunity to opt out of this Arbitration Agreement if you have previously agreed to a version of these Terms
and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing
agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or these Terms, the provisions of this
Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and
effect. SeatGeek will continue to honor any valid opt outs of this Arbitration Agreement that you made to a prior version of these Terms.
- General Provisions.
- Electronic Communications. The communications between you and SeatGeek use electronic means, whether you visit the Site, Apps, or send SeatGeek
e-mails, or whether SeatGeek posts notices on the Site or Apps or communicates with you via e-mail. For contractual purposes, you (1) consent to
receive communications from SeatGeek in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other
communications that SeatGeek provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in
writing. The foregoing does not affect your statutory rights.
- Release. You hereby release SeatGeek Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including, without limitation, personal injuries, death, and property damage that is either directly or indirectly related to or arises from the purchase, sale, advertising, marketing, promotion, and use of Tickets via the Services. If you are a California resident:
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 (AND ALL SIMILAR LAWS OF ANY STATE OF THE UNITED STATES), WHICH READS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU REPRESENT AND WARRANT FULL UNDERSTANDING OF, AND ACKNOWLEDGE THE SIGNIFICANCE AND CONSEQUENCE OF, WAIVER OF CALIFORNIA CIVIL CODE § 1542 (AND ALL SIMILAR LAWS OF ANY STATE OF THE UNITED STATES).
The foregoing release does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death, or property damage for any unconscionable commercial practice by a SeatGeek Party or for such party's fraud, deception, false, promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.
- Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you
without SeatGeek's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be
null and void.
- Force Majeure. SeatGeek shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including,
but not limited to, acts of God, war, terrorism, riots, embargos, sanctions, acts of civil or military authorities, fire, floods, accidents, strikes,
pandemics or epidemics, or shortages of transportation facilities, fuel, energy, labor, or materials.
- Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Services, please contact us at: Hi@seatgeek.com. If you
feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and SeatGeek agree and
consent that all claims and Disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in
New York County, New York.
- Governing Law. THESE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK,
CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
- Notice. Where SeatGeek requires that you provide an e-mail address, you are responsible for providing SeatGeek with your most current e-mail
address. In the event that the last e-mail address you provided to SeatGeek is not valid, or for any reason is not capable of delivering to you any
notices required or permitted by these Terms, SeatGeek's dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
You may give notice to SeatGeek at the following address: SeatGeek Legal Department, 902 Broadway, Floor 10, New York, NY 10010. Such notice shall be
deemed given when received by SeatGeek by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at
the above address.
- Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of
such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly
as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Sanctions and Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction
in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or
re-exported (a) into any United States embargoed country, (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or
(c) the U.S. Department of Commerce's Denied Person's List or Entity List. Additionally, without limitation, the Services may not be used in connection
with transactions (x) involving anyone on the U.S. Treasury Department's Specially Designated Nationals list or Foreign Sanctions Evaders list, or (y)
within any country or region, or by any person, in violation of economic sanctions under any U.S. government program. By using the Services, you
represent and warrant that (i) you are not located in a country or region that is subject to a U.S. government embargo or sanctions program, (ii) you
are not listed on any U.S. government list of prohibited or restricted parties, and (iii) you are not prohibited from using the Services under U.S.
economic sanctions law. You also will not use the Services for the purpose of evading or circumventing any U.S. government embargo or sanctions program
restrictions, or for any other purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by SeatGeek
are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without
prior U.S. government authorization, export, re-export, or transfer SeatGeek products, services or technology, either directly or indirectly, to any
country in violation of such laws and regulations.
- Apps from the Apple App Store. The following applies to any App downloaded from the Apple App Store or accessed on an iOS device (each, an "iOS App").
You acknowledge and agree that these Terms are between you and SeatGeek only, and not Apple, Inc. ("Apple"), and Apple is not responsible for
the iOS App and the content thereof. You will use the iOS App solely as permitted by the "Usage Rules" set forth in the Apple App Store Terms of
Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the
event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS
App to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS
App. As between SeatGeek and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any
warranty will be the sole responsibility of SeatGeek. You acknowledge that, as between SeatGeek and Apple, Apple is not responsible for addressing any
claims you or any third party have relating to the iOS App or your possession and use of the iOS App, including, but not limited to: (i) product
liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under
consumer protection, privacy, or similar legislation. You acknowledge that, in the event of any third-party claim that the iOS App or your possession
and use of that iOS App infringes that third party's intellectual property rights, as between SeatGeek and Apple, SeatGeek, not Apple, will be solely
responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. You acknowledge and agree
that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the iOS App, and that, upon your
acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license
of the iOS App against you as a third-party beneficiary. Without limiting any other terms of these Terms, you must comply with all applicable
third-party terms of agreement when using the iOS App.
- Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between the parties with respect to such subject matter.