Terms and Conditions

1. ACCEPTANCE OF TERMS

This service provides individual owners of personally held event tickets (“Tickets” or “tickets”) with the ability to manage their respective ticket inventory on a secondary market, execute sales of such tickets, process payments for such ticket inventory and related products and services, including any related Mobile Apps (as defined below) (collectively, the “Service”). The Service is owned and operated by FlipSeats, Inc. (“FlipSeats”). FlipSeats permits access to and use of this Service, subject to the terms and conditions in these Terms of Service, Supplemental Agreements (as defined below), and any other policies or terms referenced or published by FlipSeats (collectively, the “TOS”). FlipSeats may, at its discretion, update the TOS at any time. You can access and review the most current version of the TOS at the URL for this page or by clicking on the “Terms of Service” link within the Service or as otherwise made available by FlipSeats. These TOS apply to the Service and may be supplemented and/or superseded by a User Agreement, Account Agreement, or similar agreement (each a “Supplemental Agreement” and collectively, the “Supplemental Agreements”).

PLEASE REVIEW THE TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE WITHOUT REGISTERING, YOU AGREE TO BE BOUND BY THE TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THE TOS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOS, YOU MAY NOT ACCESS OR USE THE SERVICE.

THE TOS REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOS OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOS (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 18 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you are: (i) over eighteen (18) years of age or the age of majority in our jurisdiction, whichever is greater; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.

2. PRIVACY POLICY

In addition to the TOS, the FlipSeats Privacy Policy governs your access to and use of the Service. You may access the Privacy Policy by clicking on the “Privacy Policy” link within the Service or as otherwise made available by FlipSeats.

3. GRANT OF RIGHTS

(a) FlipSeats grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view pages within the Service.

(b) To the extent that the Service provides access to any online software, applications, or other similar components, then FlipSeats grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only in the form within the online platform provided by FlipSeats.

(c) FlipSeats may make available mobile apps for access to and use of certain components of the Service (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to the applicable end user license agreement for each app.

(d) All rights granted to you under this TOS are subject to your compliance with the TOS in all material respects and may only be exercised for your personal, non-commercial use or internal business purposes. Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by FlipSeats.

4. REGISTRATION

(a) You must create and register an Account to use the Service. By creating an Account, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or FlipSeats reasonably suspects that you have done so, FlipSeats may suspend or terminate your Account.

(b) You may not share your Account credentials (username, password, etc.) with anyone. User credentials may only be used by one person, You. You are fully responsible for all activities that occur under your Account. You agree to notify FlipSeats immediately of any unauthorized use of your account or password or any other similar breach of security.

5. FEES/ACCOUNTS/ACH AUTHORIZATIONS

(a) You may list your Tickets on the Service at no cost. However, the Service requires a fee to sell a Ticket which is based on a flat percentage, currently ten percent (10%), of the total aggregate sale price of a Ticket sold on the Service (“Service Fee”). The Service Fee may be changed by FlipSeats with or without notice, in its sole discretion. To list any Ticket on the Service, you must provide your log-in credentials for the applicable Ticket Issuer (i.e. Ticketmaster or the person which generates and issues the original Ticket) (“Ticket Issuer Credentials”). By accepting these TOS and providing Your Ticket Issuer Credentials, You authorize FlipSeats to access Your Ticket Issuer account and transfer the Ticket(s) from Your Ticket Issuer account to FlipSeats Ticket Issuer account. While the transfer process is designed to be automatic, You may need to authorize the transfer of Your Ticket(s) with the Ticket Issuer or take other necessary steps as requested by the Ticket Issuer or FlipSeats to process the transfer. To publish any listed Ticket for sale on the Service, you must provide Your Ticket Issuer Credentials. To receive Inventory Payments (as defined below), you must provide certain financial and personal information, including a W-9, bank account routing and account numbers, and other information as requested so payments may be processed (“Financial Information”). By listing any Tickets with the Service, providing Your Ticket Issuer Credentials, Financial Information, and any other information necessary for a listed Ticket to sell to a 3rd party, You are subscribing to the Service (collectively, the “Account”). Your Account is subject to these TOS and Supplemental Agreement.

(b) Inventory Payments (as defined below) will be processed within ten (10) business days after the Ticket’s actual event date. The Service Fee and any other fees for which you are obligated to pay under this TOS, or by law, will be automatically deducted from the total payment due to you.

(c) In the event of persistent Denials of Entry (defined below) or Broken Orders (defined below), FlipSeats reserves the right to assess a fee equal to the price of the Ticket paid by the 3rd party purchaser. Your access to the Service may also be terminated. Fees assessed by third parties (i.e. ticket exchanges) for a Denial of Entry may, at the sole election of FlipSeats, be passed on to You. A Denial of Entry occurs when a venue does not allow the ticket purchaser into the event. A Broken Order occurs when the ticket exchange discovers one or more reasons to cancel an order.

(d) Any and all amounts payable to you under the TOS are exclusive of any value added, sales, use, excise or other similar taxes (collectively, “Taxes”). The Service Fee is inclusive fees assessed by the applicable ticket exchanges (“Exchange Fees”). You are solely responsible for paying all applicable Taxes. If FlipSeats has the legal obligation to collect any Taxes, you shall reimburse FlipSeats upon invoice.

(e) FlipSeats processes your Inventory Payments (as defined below), Account, Taxes, Exchange Fees, and all other fees and expenses assessed to you related to the use of the Service (collectively the “Service Fees”) electronically with a 3rd party payment provider Dwolla, via the ACH Network. By using the Service and providing Your Financial Information to FlipSeats, including its 3rd party processor, Plaid, (“Your Bank Account” or “Your Bank Accounts”), You authorize FlipSeats to debit Your Bank Account and you authorize FlipSeats and its affiliates (including Dwolla) to debit Your Bank Account to collect any fees owed or other amounts due to FlipSeats or its affiliates or to credit or transfer funds to any of Your Bank Accounts provided to Dwolla. Your authorization to Dwolla, FlipSeats and its affiliates extends to any bank account that you link to FlipSeats services (i.e. any of Your Bank Accounts). Your authorization is in complete compliance with any applicable bank debit rules, including the debit scheme authorization and mandate language included below. Your authorization to debit any of Your Bank Accounts includes the specific mandate or authorization language for the specific debit scheme that covers your bank account (e.g. for US bank accounts the ACH/Nacha language will apply). The debit scheme language for each bank scheme is incorporated into your authorization to FlipSeats and its affiliates to debit any of Your Bank Accounts with the same force and effect as if you had signed a paper and obtained a hard copy containing the same terms. In order to use the payment functionality of the Service, FlipSeats will open an account, for your benefit, with Dwolla, Inc. (a “Dwolla Account” or “Account”) and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize FlipSeats to collect and share with Dwolla your personal information including full name, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through the Service, and Dwolla account notifications will be sent by FlipSeats, not Dwolla. FlipSeats will provide customer support for your Dwolla Account activity, and can be reached at www.flipseats.com, help@flipseats.com and/or (866)-278-FLIP.

(f) Your Account will exist until terminated in accordance with these TOS. Uninstalling a Mobile App, removing or delisting ticket inventory, or being inactive will not automatically cancel your Account. To cancel or delete your Account the following conditions must be met: (1) You may not have any Tickets listed with the Service for sale, (2) You may not have any pending sales of Tickets listed with the Service, (3) there may not be any other members linked to your account, (4) Your account balance must be $0, and (5) You must delete your Ticket Issuer Credentials from the Service and ensure there are no other active connections with ticket issuers through the Service.

6. YOUR RESPONSIBILITIES

(a) You are responsible for providing access to Your Ticket inventory via Your Ticket Issuer Credentials to FlipSeats so that selected Tickets may be listed on the Service for sale.

(b) You are responsible for taking all necessary steps to complete a transfer of a Ticket to FlipSeats and to accept a transfer of a Ticket from FlipSeats, which may include accepting a Ticket transfer by emailed link.

(c) You are responsible for listing only legally acquired Tickets with the Service.

(d) You are responsible for completing any questionnaire or answering any questions posed by the Service regarding the functions, features, rights and privileges of any Ticket listed on the Service truthfully and accurately.

(e) You are responsible for listing Tickets on the Service which comply with the terms of service of the applicable ticket exchanges through which Your Tickets are generated or issued.

(f) You are responsible for maintaining Your Bank Account in good standing to permit the Inventory Payments. In the event Your Bank Account is not valid, confirmed, or open at the time an Inventory Payment is processed, the payment will be returned to FlipSeats and credited to your Account.

(g) There are multiple reasons for Denied Entry, but due to its unpredictable nature, You will be responsible for any penalties incurred, not due to the sole negligence of FlipSeats. FlipSeats will communicate with the applicable ticket exchange in an attempt to remove any fees/penalties, but may require additional information from You, as outlined below. In no event is FlipSeats obligated to facilitate the resolution of a Denied Entry claim and it makes no express or implied warranties about its assistance, should it choose to provide it. FlipSeats will send all applicable information to the ticket exchange and will notify You of the outcome. Possible outcomes include: (1) the ticket exchange upholds the decision that the order was Denied Entry and You will incur the associated fees, (2) You provided proof showing the order was not Denied Entry, or (3) the ticket exchange may need further information to reach a decision, which will be Your responsibility to provide to FlipSeats.

(h) In the event tickets are not digital and provided in the medium of PDF or mobile You are required to send a scan report to FlipSeats within 7 days after You were made aware of the Denied Entry claim.

(i) A Flagged Account (defined below) may require FlipSeats to temporarily suspend or, if persistent, terminate your Account. Often, a Flagged Account will result in assessed fees by the applicable ticket exchange for which you may be responsible. Flagged Accounts result when a ticket exchange is made aware of Season Ticket Holders or Over the Limit (OTL) transactions. If a sports team or promoter discovers that You are reselling tickets, they may flag the account and revoke season Tickets. If season tickets are revoked, You are responsible for: (i) notifying FlipSeats within three (3) days in writing and (ii) removing any such Ticket from Your active listings on FlipSeats. Over The Limit (OTL) occurs when mobile Tickets will not transfer due to You purchasing more inventory than the venue or promoter allows. You are responsible for noting the ticket limit when buying inventory.

(j) A Broken Order (defined below) may require FlipSeats to temporarily suspend or, if persistent, terminate your Account. A Broken Order occurs when the applicable ticket exchange discovers one or more reasons to cancel an order. Often, a Broken Order will result in assessed fees, no less than 200% of the purchase price paid for the Ticket on the exchange, by the applicable ticket exchange for which you will be responsible, unless such Broken Order was caused by the sole negligence of FlipSeats. The most common examples of Broken Orders are:

• In Hand Date. If a sale is not delivered by the assigned “In Hand Date,” the applicable ticket exchange is liable to cancel that sale with little to no warning. FlipSeats requires you have an In Hand Date of two days prior to the event to reduce the risk of cancellation.
• Account Errors. FlipSeats requires access to your exchange accounts to provide the Service. It is your responsibility to ensure FlipSeats has access to any account(s) and that login credentials are all current. You must ensure inventory in all accounts is transferable.
• Promotional Tickets. Tickets purchased under a promotion often have different seller terms than standard tickets. You are responsible for verifying that Promotional Tickets are eligible for resale.
• Ticket Features. Tickets with certain rights and privileges (i.e. ADA compliant, access to restricted areas in the venue, access to complimentary food and beverage, or other rights and privileges which third parties (i.e. ticket exchanges, venues, or primary ticket issuers) impose on the Ticket with corresponding restrictions on the transfer of the Ticket.

In the event of a Broken Order, FlipSeats reserves the right to develop, propose, and execute resolutions for the Broken Order which could include replacement tickets, partial refunds, and other resolutions determined in the sole discretion of FlipSeats (each a “Broken Order Resolution”). You are responsible for paying all costs associated with each Broken Order Resolution, unless the Broken Order is caused by the sole negligence of FlipSeats You acknowledge and understand that, in some cases, a Broken Ticket Resolution may cost in excess of the fees that would otherwise be assessed by the applicable ticket exchange.

7. FLIPSEATS’ RESPONSIBILITIES

(a) FlipSeats will process the sale and exchange of your Ticket inventory, collecting purchase proceeds and debiting your Service Fees via ACH transactions within ten (10) business days after the Ticket’s actual event date (collectively, “Inventory Payments”).

(b) FlipSeats will provide a limited help desk service at no additional cost. Should you have any questions regarding the Service, you may contact the help desk Monday-Friday from 9 a.m. to 10 p.m. EST by phone (866) 278-FLIP or email help@filpseats.com.

(c) Provided that a Ticket has not been sold and the conditions of these TOS are met, FlipSeats will transfer any Ticket You listed on the Service back to you upon termination of your Account, at the end of a predefined listing time period (“Listing Window”), or upon your written request.

8. RESPONSIBILITY FOR CONTENT

(a) You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags, and other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not FlipSeats, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not FlipSeats, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service (“User Content”).

(b) You acknowledge and agree that FlipSeats has no obligation to pre-screen Content (including Your Content and User Content), although FlipSeats reserves the right in its sole discretion to pre- screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, FlipSeats shall have the right to remove any Content that violates the TOS or that it deems objectionable.

(c) To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in the TOS with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.

(d) Portions of the Service allow you to use the Service to access, collect, store, process and transfer your data to and from third-party platforms. You may be required to provide your login or other credentials to access such third-party platforms. By accessing or using such portions of the Service, you represent and warrant that you are authorized to: (i) use the login or other credentials as contemplated under this Section 6(d); (ii) access the third-party platform and the applicable data; and (iii) provide the applicable data to FlipSeats for processing.

9. RIGHTS TO CONTENT

(a) FlipSeats does not claim ownership of Your Content. However, you grant FlipSeats and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to provide the Service. You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Your Content, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

(b) Except with respect to Your Content, you acknowledge and agree that, as between you and FlipSeats, FlipSeats owns all right, title and interest (including all intellectual property rights) in the Service and all Content and other materials within the Service. The Service is protected by U.S. and international copyright and other intellectual property laws and treaties. FlipSeats reserves all rights not expressly granted to you.

(c) Except with respect to Your Content, you may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service, except as expressly permitted under the TOS; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service; (iii) frame or utilize any framing technique to enclose any Content; (iv) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by FlipSeats; (v) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose; or (vi) remove or obscure any proprietary notice that appears within the Service.

10. USER CONDUCT

In connection with your access to or use of the Service, you shall not:

(a) upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate.

(b) impersonate any person or entity, including FlipSeats personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(c) forge headers or otherwise manipulate identifiers to disguise the origin of any Content transmitted through the Service;

(d) act in a manner that negatively affects the ability of other users to access or use the Service;

(e) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;

(f) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(g) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Service or substantially download, reproduce or archive any portion of the Service;

(h) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including your user account and password (except as expressly permitted under Section 4(b)); or

(i) violate any applicable local, state, provincial, federal, or international law or regulation.

11. SUGGESTIONS

If you elect to provide or make available to FlipSeats any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), FlipSeats shall be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.

12. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

Your dealings with advertisers and other third parties who market, sell, buy, or offer to sell or buy any goods or services on the Service, including payment for or delivery of such goods or services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the advertiser or other third-party. You agree that FlipSeats shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.

13. LINKS AND EXTERNAL MATERIALS

The Service or users of the Service may provide links or other connections to other websites or resources.
You acknowledge and agree that FlipSeats does not endorse and is not responsible for any content, advertising, products, services, or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies. You are responsible for reviewing and complying with such terms of use and privacy policies. You further acknowledge and agree that FlipSeats shall not be liable for any damage or loss resulting from or arising out of use of or reliance on any External Materials.

14. MODIFICATIONS TO THE SERVICE

FlipSeats reserves the right at any time to modify or discontinue the Service (or any portion thereof) with or without notice, and FlipSeats shall not be liable to you or any third party for any such modification or discontinuance; provided, however, that in the event of discontinuance, you shall be entitled to receive all Inventory Payments due to you.

15. INDEMNIFICATION

You shall indemnify, defend, and hold FlipSeats and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “FlipSeats Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of your: (a) violation of the TOS or any law or regulation; or (b) violation of any rights of another party.

16. DISCLAIMER OF WARRANTIES

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLIPSEATS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT.

(b) FLIPSEATS PARTIES MAKE NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.

(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL INFORMATION BEFORE TAKING OR OMITTING ANY ACTION.

17. LIMITATION OF LIABILITY

(a) YOU ACKNOWLEDGE AND AGREE THAT FLIPSEATS PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF FLIPSEATS PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL FLIPSEATS PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS, LIABILITIES, EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO THE TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE (COLLECTIVELY, “CLAIMS”) EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO FLIPSEATS FOR ACCESS TO THE PORTION OF THE SERVICE AT ISSUE WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.

(b)CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. SUSPENSION AND TERMINATION

(a) If you violate the TOS, FlipSeats may immediately suspend your access to the Service, and such suspension shall remain in effect until you have remedied all violations. Any Inventory Payments will accrue during the period of suspension.

(b) FlipSeats reserves the right to remove any Ticket listed on the Service with or without notice to You.

(c) An Account may be terminated as follows: (i) for any reason or no reason by You provided that the following conditions be met: (1) You may not have any Tickets listed with the Service for sale, (2) You may not have any pending sales of Tickets listed with the Service, (3) there may not be any other members linked to your account, (4) Your account balance must be $0, and (5) You must delete your Ticket Issuer Credentials from the Service and ensure there are no other active connections with Ticket Issuers through the Service; (ii) by either party in the event of a breach of the terms of this TOS; or (iii) the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business.

(d) Upon termination of the TOS or any Account for any reason: (i) FlipSeats, in its sole discretion, may remove and discard Your Content; and (ii) any provision that, by its terms, is intended to survive the expiration or termination of this TOS or any Account shall survive such expiration or termination.

19. GOVERNING LAW

The TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Florida, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOS.

20. BINDING ARBITRATION AND CLASS ACTION WAIVER

(a) ALL CLAIMS (AS DEFINED IN SECTION 17) SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THE TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

(b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then- applicable Commercial Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Boston, Massachusetts or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

(c) WE EACH AGREE THAT ALL CLAIMS (AS DEFINED IN SECTION 17) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

(d) Notwithstanding anything to the contrary, you and FlipSeats may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 20.

21. LEGAL COMPLIANCE

You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

22. U.S. GOVERNMENT ENTITIES

This section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOS with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

23. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to the TOS.

24. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide FlipSeats’ Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. FlipSeats’ Agent for Notice of Copyright Claims can be reached as follows:

FlipSeats, Inc.
Agent for Notice of Copyright Claims
7901 4th St. N #8511
St. Petersburg, FL 33702

Phone: (866) 278-FLIP
Email: help@filpseats.com

25. MOBILE APPS

Platform providers, such as Apple Inc. and Google Inc., that make the Mobile App available for download (“Platform Providers”) are not parties to these TOS. Platform Providers have no obligation whatsoever to furnish any maintenance and support services with respect to the app. In the event of any failure of the app to conform to the warranties herein, you may notify the applicable Platform Provider, and such Platform Provider may refund any purchases made through the app (if applicable). To the maximum extent permitted by applicable law, Platform Providers will have no other warranty obligation whatsoever with respect to the app. You acknowledge that Platform Providers are not responsible for addressing any claims relating to the app or your possession and/or use of the app, including but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; (iii) third party claims of intellectual property infringement, and (iv) claims arising under consumer protection or similar legislation. FlipSeats, not the Platform Providers, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Platform Providers are third party beneficiaries of these TOS, and Platform Providers will have the right (and will be deemed to have accepted the right) to enforce these TOS against you as a third-party beneficiary thereof. You represent that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.

26. RELATED SERVICES

The Service uses the following 3rd party platforms to conduct its business. The use of the Service by You is subject to each respective terms and conditions and privacy policies.

27. GENERAL PROVISIONS

The TOS and Supplemental Agreements constitute the entire agreement between you and FlipSeats concerning your access to and use of the Service. It supersedes all prior or contemporaneous oral or written negotiations and agreements between you and FlipSeats with respect to such subject matter. Supplemental Agreements may supersede or amend these TOS only by express written provision. In the event of a direct conflict of provisions between these TOS and Supplemental Agreements, the Supplemental Agreements shall control. The TOS may not be amended by You except in a writing executed by You and an authorized representative of FlipSeats. FlipSeats may assign and/or transfer the TOS, including Supplemental Agreements, for any reason, at any time, without notice in its sole discretion. For the purposes of the TOS, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOS or Supplement Agreements without the prior written consent of FlipSeats. The failure of FlipSeats to exercise or enforce any right or provision of the TOS or Supplemental Agreement shall not constitute a waiver of such right or provision. If any provision of these TOS or Supplemental Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOS and/or Supplemental Agreement. Any prevention of or delay in performance by FlipSeats hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

Effective: October 24, 2024