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Terms and Conditions

1.General.
This Website Terms of Use Agreement ("Agreement") governs your access and use of the website operated by SeatSmart Inc., a Delaware corporation ("SeatSmart," "our," "us," or "we") and located at www.SeatSmart.com (the "Website"). By accessing, browsing, and using this Website, you agree that you have read, understood, and accept this Agreement. Please read it carefully and let us know if you have any questions. If you do not agree with any of the terms herein, do not use the Website.

This Agreement does not govern purchase transactions, your use of any products or services offered by SeatSmart, or any products or services that may be offered by third parties from or in connection with the Website or otherwise, which are subject to their own terms and conditions. You must accept any terms and conditions relating to products and/or services as a condition to receiving such products and/or services. In particular, terms applicable to purchases of tickets through the Website shall be presented and must be acknowledged and accepted at the time of purchase.

2. Governing Law.
THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

3. Use of the Website.
You may only use this Website for its intended purpose and solely in accordance with this Agreement. In addition, you may not restrict or inhibit any other person from using or enjoying the Website. The Website may contain links to other Internet websites and third-party resources, and we may employ third-party technologies in connection with our Website that require you to accept such third-party's terms. SeatSmart is not responsible for either the availability of these outside resources or their content, including for any services you may obtain by contacting any person as a result of use of the Website or the features hereof. SeatSmart may, but is not obligated to, monitor your use of the Website.

4. Intellectual Property.
The content of this Website is protected by law, including without limitation United States copyright law, trademark law, and applicable international treaties. You are granted permission to display, reproduce, distribute, and download the materials on this Website solely for your own personal, non-commercial use, provided that none of the content is modified and any and all legal legends are retained. You may not "mirror" any content contained within this Website without our express prior written consent. Except as stated herein, none of the content may be reproduced, distributed, published, displayed, downloaded, or transmitted in any form by any means without our prior written consent, or the consent of the applicable copyright owner. SeatSmart does not grant you any licenses, express or implied, to the intellectual property of SeatSmart or its licensors except as expressly stated in this Agreement.

5. Transmission of Content.
Any material, information or ideas that you transmit to or post to or through this Website by any means will be treated as non-confidential and non-proprietary, despite any legends to the contrary, and may be used by for any purpose whatsoever. Notwithstanding the foregoing, all personal information provided by you will be handled in accordance with SeatSmart's Privacy Policy. You agree to the terms of such Privacy Policy by providing your personal information to SeatSmart.

6. International Use.
This Website is controlled and operated by SeatSmart from within the United States. SeatSmart makes no representations that materials contained within the Website are appropriate or available for use in other locations, and access to the Website from locations where such activity is illegal is prohibited. Those who choose to use the Website from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.

7. U.S. Government Restricted Rights.
The content of this Website is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in applicable laws and regulations.

8. Limitation of Liability.
THE WEBSITE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL SEATSMART BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR ANY PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE, EVEN IF SEATSMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SEATSMART'S AGGREGATE LIABILITY TO YOU RELATED TO THE WEBSITE OR THIS AGREEMENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $25.00. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

9. Modifications.
SeatSmart may modify this Agreement at any time by updating and posting a new version on the Website or by otherwise notifying you of the revised Agreement. By subsequently using the Website, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.

10. Term and Termination.
This Agreement is effective as of the date of your first access or use of the Website, and shall remain in effect for the duration of your access or use. Your right to use the Website shall automatically terminate upon your breach of the Agreement.

11. General.
The state or federal courts sitting in Bexar County, Texas shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement and you hereby consent to the jurisdiction of such courts and waive any venue objection. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. "seatsmart" and all associated logos displayed within the Website are our trademarks (unless otherwise noted). The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.

SEATSMART - FAN ACCOUNT TERMS

Background. SeatSmart Inc., a Delaware corporation ("SeatSmart," "our," "us," or "we"), operates an online marketplace for tickets of performing artists, sporting events, or other similar events (the "Marketplace") that, among other things, is designed to help you ("Fan" or "you") purchase said tickets ("Ticket"). These terms of account (this "Agreement") govern the terms and conditions pursuant to which SeatSmart will provide you with access to the Marketplace.

Acceptance.
By clicking the "I AGREE" button or by using the Marketplace, you agree to be bound by this Agreement as of the date of such agreement or use (the "Effective Date"). Our privacy policy ("Privacy Policy") is hereby incorporated by reference into this Agreement, so by agreeing to this Agreement, you also agree to our Privacy Policy and consent to the practices we describe therein concerning data collection, transmission, and use.

1. Provision of the Marketplace.
Subject to the terms and conditions of this Agreement, SeatSmart will provide you with access to the Marketplace on a non-exclusive basis during the Term of this Agreement.

2. Representations about Fan.
You represent and warrant to SeatSmart that the information that you provide to us will be current, true, accurate, supportable and complete.

3. Limitations on Availability.
The Marketplace or some aspects thereof may require a working Internet connection. We make no representation that the Marketplace is available or permitted in any particular location. Use of the Marketplace is void where prohibited. Fan uses the Marketplace at its own initiative and is responsible for compliance with any applicable laws in connection with its use thereof. SeatSmart may also impose limits on the use or access to the Marketplace as required by law.

4. Prices; Taxes.
(a) Prices. In most instances, Ticket prices listed on the Marketplace will be above face value.

(b) Taxes. Ticket prices exclude all federal, state, local or other government taxes, fees or charges ("Tax") now in force or enacted in the future. Taxes will be indicated on the invoice or in an email Order confirmation; however, if any additional such Taxes are imposed by any government authority on, or measured by, the Order, you will be responsible for such Taxes.

5. Types of Orders; Order Process.
(a) Types of Order. When you place an order to purchase a Ticket (the "Order"), the Ticket may be listed on the Marketplace by a third-party ticket broker ("Broker") or by SeatSmart itself. When you place an Order with a Broker ("Broker Order"), the Broker sells you the Ticket and is solely responsible for fulfillment. When you place an Order with SeatSmart ("SeatSmart Order"), SeatSmart sells you the Ticket and is solely responsible for fulfillment.

(b) Order Process

i. Broker Order. In the case of a Broker Order, SeatSmart shall notify Broker of said Broker Order and shall disclose your identity and personal information to the Broker. With your information provided by SeatSmart to Broker, Broker shall process payment for the Broker Order via Broker's own point of sale system. After your payment for the Broker Order is received, the Broker shall ship the purchased Ticket(s) to your designated shipment location. TO BE CLEAR, BROKERS ARE NOT AGENTS, EMPLOYEES OR REPRESENTATIVES OF SEATSMART. SEATSMART IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR ACTIONS TAKEN OR PROMISES MADE BY BROKERS OR FOR FULFILLMENT OF BROKER ORDERS. WITH RESPECT TO BROKERS, SEATSMART PROVIDES THE MARKETPLACE AS A PLACE WHERE YOU MAY PURCHASE TICKETS FROM A BROKER, BUT THE BROKER, AND THE BROKER ALONE, IS RESPONSIBLE FOR SELLING AND FULFILLING BROKER ORDERS.

ii. SeatSmart Order. In the case of a SeatSmart Order, SeatSmart shall process payment via our own point of sale system. After your payment is received, SeatSmart shall ship the purchased Ticket(s) to your designated shipment location under the conditions set forth herein.

1. Payment Terms.
You agree to make the payments set forth in the invoice for the SeatSmart Order, including any applicable Taxes and Shipping Charges (defined below). We accept all major credit cards. By entering your credit card information online or over the phone, you agree to the transaction and you authorize SeatSmart to charge your account. If you or someone acting on your behalf without your consent attempts to file a false charge back by claiming no knowledge of such transaction, we will report suspicious activity to the proper authorities.

2. Shipment.
Any stated ship date is an approximation only. In the absence of shipping instructions, SeatSmart will ship by the carrier of its choice. You agree to pay all transportation charges, whether billed by the carrier or SeatSmart ("Shipping Charges"). If available, SeatSmart may ship SeatSmart Orders via electronic delivery. Even though you may request two-day shipping when you place a SeatSmart Order, the two-day shipping time begins when SeatSmart receives the tickets for shipping. With certain major events, delivery may be up to 24 hours prior to the event.

3. All Sales are Final; Event Cancellation; No Ticket Replacement.
a. All Sales are Final. Your SeatSmart Order(s) cannot be canceled, and we do not offer refunds except as provided herein.

b. Event cancellation. If you buy a Ticket from SeatSmart (and not a Broker) and the event is cancelled ("Cancelled Event"), you are eligible to receive a refund equal to the amount you paid less any Shipping Charges. Tickets for a Cancelled Event must be returned to us before a refund can be applied. If an Event is rescheduled, your original Ticket(s) will be valid for the new date. In rare instances and at its sole discretion, SeatSmart may grant you a refund for purchased Tickets subject to a 25% restocking fee.

c. No Ticket Replacement. When you receive, your Tickets, keep them in a safe place. Tickets cannot be replaced if they are lost, stolen, or damaged. Also, most tickets are printed on heat sensitive paper. Direct sunlight or heat can damage tickets and even make them unrecognizable. Protect your Tickets as you would your money.

4. Comparable Tickets.
Because SeatSmart's ticket inventory is not in real time you could order tickets online that are no longer available. In such cases, we will attempt to fill your SeatSmart Order with comparable seats. This may include upgrading you to a better seat at no extra charge. If for any reason, we cannot fill your SeatSmart Order, the SeatSmart Order will be rejected.

6. Special Offers.
SeatSmart sends all newly registered Fans a welcome email to verify their username and password. Established members will occasionally receive information on products, special deals, and possibly periodic newsletters. Out of respect for the privacy of our customers we present the option to not receive these types of communications. We also send our members site and Marketplace announcement updates, which contain important information about the Marketplace. Members are not able to unsubscribe from these announcements. We communicate with customers via email or phone to provide requested services and in regards to issues related to their account.

7. No Affiliation.
SeatSmart is not affiliated with any specific venue or box office team.

8. Term.
This Agreement will commence on the Effective Date and will continue until terminated as set forth herein (the "Term").

9. Termination.
Your right to use or access the Marketplace will terminate automatically without notice from SeatSmart if you fail to comply with any term(s) of this Agreement. You acknowledges that unless we otherwise agree in writing, SeatSmart may restrict, modify or terminate your access to the Marketplace, without liability, for its convenience.

10. Effect of Termination.
Upon termination of this Agreement, you shall immediately cease all use of and all access to the Marketplace. Sections 9, 12, 13, 14, 19, and 20 shall survive any termination or expiration. All other rights and obligations shall be of no further force or effect.

11. Proprietary Rights.
(a) Reservation of Rights. SeatSmart reserves all rights in and to the Marketplace and all related intellectual property not expressly granted under this Agreement. "seatsmart," and all associated logos displayed within the Marketplace are our trademarks (unless otherwise noted). If Fan submits comments, suggestions, or other feedback regarding the Marketplace ("Feedback"), SeatSmart will be free to use such Feedback for any purpose.

(b) Restrictions On Use. You may internally use the Marketplace solely for its intended purposes in accordance with this Agreement. You may not rent, lease, lend, sell, redistribute, reproduce or sublicense the Marketplace, or make it available to any third party, other than as expressly set forth herein. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Marketplace, or any part thereof. If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s). You shall not exploit the Marketplace in any unauthorized way whatsoever.

12. Confidentiality.
You acknowledge that the Marketplace, the terms of this Agreement, and any other proprietary or confidential information provided by SeatSmart constitute SeatSmart's valuable proprietary information and trade secrets ("Confidential Information"). You agree to preserve the confidential nature of the Confidential Information by retaining and using it in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that you use to protect similar proprietary and confidential information, but in no event less than reasonable care. SeatSmart shall have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section. The terms and conditions of your confidential information are covered in the Privacy Policy.

13. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETPLACE OR TICKETS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MARKETPLACE WILL MEET FAN'S REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN MARKETPLACE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.

14. Limitation of Liability.
IN NO EVENT SHALL SEATSMART OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE MARKETPLACE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SEATSMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SEATSMART OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE GREATER OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT FAN PAID FOR THE TICKETS PURCHASED FROM THE SEATSMART ORDER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.

15. Export and Other Restrictions.
You may not use or otherwise export or re-export the Marketplace, Tickets, or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Marketplace was accessed or obtained. Fan also agrees that it will not use the Marketplace or Tickets for any purposes prohibited by applicable law.

16. Compliance with Laws.
You shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement. Fan will hold harmless, indemnify and defend SeatSmart from any claim against SeatSmart arising from your failure to comply with this paragraph.

17. Amendments.
Any amendments to and waivers under this Agreement shall only be valid if in writing and signed by an executive of SeatSmart and Fan, or in the case of Fan, accepted via a click-to accept mechanism.

18. Force Majeure.
Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties' respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third-party networking equipment, illegal acts of third parties, failure of the public Internet or changes in the accessibility of third party websites, power outages, labor disputes or governmental demands or restrictions.

19. Arbitration.
In the event a dispute arises between the parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in San Antonio, Texas, in accordance with the rules of the American Arbitration Association. The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

20. Miscellaneous.
(a) This Agreement constitutes the entire agreement between us regarding the Marketplace.

(b) The section titles in this Agreement are for convenience only and have no legal or contractual effect.

(c) This Agreement operates to the fullest extent permissible by law. Fan may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

(d) You hereby acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically described herein.

(e) The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.

(f) Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement.

21. Referral Program Terms & Conditions
Referral code discounts will only be applied on orders greater than $50.

Referrals should only be used for personal purposes, and should only be shared with acquaintances who are interested in receiving these invitations. Referral links should not be published or distributed where there is no reasonable basis for believing that all or most of the recipients are personal friends (such as coupon websites, Reddit, or Wikipedia).SeatSmart reserves the right to disable codes that don't follow these guidelines.

Credits or referral code discounts earned as a result of fraudulent activities are null and void. We reserve the right to suspend accounts, revoke referral discounts, or nullify referral credits if we notice any activity that we believe is abusive or fraudulent. We reserve the right to review and investigate all referral activities and to suspend accounts or cancel or modify referral discounts and credits as we deem fair and appropriate. Non-fraudulent accrued credits are not affected by suspension or termination of the Referral Program or a user's participation.

22. Smart Deals Terms & Conditions
SeatSmart guarantees that tickets marked as Smart Deals cannot be found at a lower price on any other site. If an identical ticket (same section, row and seat number) is found cheaper elsewhere, SeatSmart will refund double the difference with SeatSmart credit. This guarantee does not apply to General Admission tickets, or other non-specific tickets. This guarantee does not apply to inventory found on the holding supplier's own site. The guarantee is only for non-inventory-holding sites like StubHub, Vivid Seats and others.