Last updated: November 14, 2017
- Website. The Website provides you with the service and convenience of locating Tickets that were posted for your purchase by the seller of such Tickets, by the seller’s representative, or by the seller’s facilitator for the sale of the Tickets (collectively, the “Owner”). The Owner has posted on the Website relevant information regarding the Tickets, which may include the event(s) for which the Tickets are listed, the date and location of the event(s), the price at which the Tickets are listed, which is in U.S. dollars and which may be substantially higher than the face value price printed on the Ticket(s) (the “Listing Price”), the number of ticket(s) within the suite, standing room only ticket (“SRO”) pricing, catering inclusions, and any other information that the Owner may deem relevant (collectively, the “Listing”). The Owner has made the Tickets available for purchase by way of two options, namely by “Instant Booking” or by “Request to Book.” Both of these options are described in Section 2 below.
- Purchasing Options.
- Instant Booking. If the Owner lists the Tickets as an “Instant Booking” on the Website, then the Owner is proposing, but not necessarily committing, to sell the Tickets on the terms described in the Listing. By selecting to purchase Tickets that are listed as an “Instant Booking,” you agree to purchase the Tickets on the terms described in the Listing; in other words, you are making a binding commitment to purchase the Tickets on the terms described in the Listing. After you place your order for Tickets that are listed as an Instant Booking, SEG will contact the Owner to confirm and finalize the Owner’s sale of the Tickets. SEG may, upon the Owner’s request, provide to the Owner any information about you that you provided to SEG or that SEG may obtain from third parties, including information necessary to verify your identity or to assess fraud (“Your Information”). If, for any reason, the sale is not confirmed and finalized, SEG will promptly so inform you, and you will be given the option of (i) receiving a prompt refund for the full value of your purchase, or (ii) selecting other Tickets of equal or lesser value for the same event as your initial purchase, or an alternative event, subject to availability. You agree that SEG makes no representation or warranty regarding the availability of Tickets listed as an Instant Booking until SEG notifies you that the Owner’s sale is confirmed and finalized. You agree to indemnify and hold the SEG Group (as defined herein) harmless from any and all Claims (as defined herein) that in any manner relate to or are based upon or arise from the failure to confirm and finalize the sale of Tickets listed as an Instant Booking after you have placed your order.
- Request to Book. If an Owner lists the Tickets as a “Request to Book” on the Website, then the Owner has indicated that it will entertain an offer from you to purchase the Tickets on the terms described in the Listing. After you submit your request to purchase Tickets listed as a Request to Book, SEG will contact the Owner to ascertain the availability of the Tickets. SEG may, upon the Owner’s request, provide the Owner with Your Information. After SEG confirms the availability of the Tickets with the Owner, then SEG will email you a link to pay for the Tickets by credit card, unless you inform SEG that you elect to effectuate your payment for the Tickets by another method. After you submit your payment for the Tickets to SEG, SEG will contact the Owner to confirm and finalize the Owner’s sale of the Tickets. If, for any reason, the sale is not confirmed and finalized, SEG will promptly so inform you, and you will be given the option of (i) receiving a prompt refund for the full value of your purchase, or (ii) selecting other Tickets of equal or lesser value for the same event as your initial purchase, subject to availability. You agree that SEG makes no representation or warranty regarding the availability of Tickets listed as a Request to Book until SEG notifies you that the Owner’s sale is confirmed and finalized. You agree to indemnify and hold the SEG Group (as defined herein) harmless from any and all Claims (as defined herein) that in any manner relate to or are based upon or arise from the failure to confirm and finalize the sale of Tickets listed as a Request to Book after you have submitted your request for purchase.
- Delivery of the Tickets. SEG will send you the Tickets in one of two ways: by electronic delivery or by an express delivery service (e.g., UPS, FedEx). SEG’s delivery of the Tickets to you will be deemed completed upon SEG’s sending of the Tickets to you, and not upon your receipt thereof. When SEG sends you the Tickets by electronic delivery, SEG will use the e-mail address that you provided and it is your responsibility to make sure that you actually receive SEG’s electronic transmission (and that it was not caught by a spam filter or received in your e-mail’s junk/trash mailbox). When SEG sends you the Tickets using an express delivery service, it is your responsibility to track the package and to be available to accept the package. Your non-receipt of Tickets that were properly sent to you by SEG (via any method of delivery) shall not be a ground for a refund or a cancellation of your purchase of the Tickets.
- Relationship Between You and SEG. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between you and SEG, or as authorizing you or SEG to act as the agent or representative of the other. Nothing in this Agreement shall create any obligation between either you or SEG on the one hand, and a third party on the other hand. You understand and agree that you are the buyer of the Tickets, and that SEG is not the seller. SEG is only providing certain services related to your purchase. SEG makes no representation or warranty of any kind about the event or venue for which you purchased the Tickets. SEG is not affiliated with the venue, the event, their producer(s), organizer(s), promoter(s), or sponsor(s), and SEG does not claim to be endorsed or approved by them.
- Representations and Warranties. You represent and warrant to SEG the following:
- All the information that you provide to SEG, including but not limited to your name, address, e-mail address, mailing address, billing address, telephone number, and credit card information, is true, complete, and correct, and that you will update any information as soon as it changes;
- Neither the execution nor the performance of this agreement violates or conflicts in any way with any other agreement by which you may be bound, or with any other duties imposed upon you by contract or law.
- Covenants. You agree that:
- SEG shall not be responsible for lost, stolen, or damaged Tickets after they have been sent to you. It is your responsibility to keep your Tickets in a safe place. SEG will not replace Tickets that are lost, stolen, or damaged after delivery to you.
- Only you and other individuals attending an event pursuant to the Tickets that you purchased (your “Guests”) shall be entitled to access and use the suite for the event;
- The Tickets that you purchase will allow you and your Guests access to the suite listed in the Listing only, and not to other suites at the venue;
- You and your Guests shall only have access to the suite during the event for which you purchase the Tickets;
- You and your Guests assume all the risks and dangers incidental to the event taking place at the venue for which you purchased the Tickets, whether before, during, or after the event. SEG shall not be responsible for any act or failure to act of any individual at the event;
- You and your Guests shall abide by and comply with all federal, state, county and local laws, rules, and regulations;
- You and your Guests shall abide by and comply with all rules, regulations, procedures, codes of conduct of the event organizer, provider, and venue;
- You shall be responsible for the conduct of your Guests. You shall promptly inform SEG of any loss, injury, or damage incurred in the suite or the venue during the event. You shall be responsible for any such loss, injury, or damage if they were caused by you or your Guests, including damage to the suite, its furniture or fixtures, and the venue. If SEG learns that you or your Guests caused any such loss, injury, or damage, then you agree that (1) SEG may pay to remedy or repair such loss, injury, or damage, (2) SEG may invoice you any such amount paid by SEG, and (3) you shall pay to SEG the full amount of such an invoice no later than fifteen (15) days after you receive it. SEG shall not be responsible for any loss, injury, or damage to any person or to any property relating to your conduct or the conduct of your Guests;
- You shall bear the cost of all amenities (e.g., food, beverages) that are not included in the Listing of your Tickets;
- You shall not offer use of the suite in connection with a public promotional plan;
- You shall provide, at SEG’s request, any additional information that SEG may deem necessary, in its sole discretion, to confirm your identity, creditworthiness, ability to pay, or the source of funds for the purchase of the Tickets, and you agree that SEG may cancel your purchase of Tickets at any time if SEG deems or suspects, in its sole discretion, that your purchase may be fraudulent or that you are carrying out a prohibited or illegal activity;
- All payments made by you for the Tickets are final. In addition, there are no refunds, exchanges, or cancellations of Tickets to events that have taken place, or taken place in part, or for any other reason other than expressly stated in this Agreement.
- This Agreement may be executed and delivered by mail, by electronic means, or by facsimile.
- Website Errors and Interruption. SEG reserves the right to modify or discontinue, temporarily or permanently, its Website with or without notice at any time. You agree that SEG shall not be liable for any modification, suspension, interruption, or discontinuance of its Website for any reason. SEG is not responsible for any typographical or other errors contained on the Website, including errors in the Listing, whether caused by human, mechanical, electronic, or any other act, omission or processes.
- Postponed or Rescheduled Events. SEG and you agree to abide by the policy of the event and venue of your Tickets regarding postponed or rescheduled events. In the absence of such a policy, you agree to the following: If an event for which you purchased Tickets is postponed or rescheduled, then you will be deemed to have purchased the Tickets for the postponed or rescheduled event date and time. It is your responsibility to check for any possible changes in date and time of the event. You agree that SEG is not responsible for changes in date or time of the event, and that refunds will not be issued due to event dates or times being changed. Your Tickets will be honored for the postponed or rescheduled event date.
- Cancelled Events. SEG and you agree to abide by the policy of the event and venue of your Tickets regarding canceled events. In the absence of such a policy, you agree to the following: Refunds shall not be issued for event cancellations due to terrorism, acts of violence, or acts of God (e.g., earthquake, flood). Refunds shall only be issued for events that are cancelled in their entirety and not rescheduled (in other words, there will be no refund for an event that is canceled after it started). If an event is cancelled, you shall receive a full refund no later than fourteen (14) days after the date of the event’s cancellation. For no reason, and under no circumstance, under this Section and any other section in this Agreement, shall SEG be liable to you for an amount exceeding your purchase price of the Tickets.
- Limitations of Liability and Indemnification. You agree that SEG, the Owner, and the venue shall not be liable to you, your Guests, or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, or for lost profits, revenues or business opportunities, even if SEG, the Owner, or the venue has been advised of the possibility of such damages, and regardless of whether their alleged liability is based on contract, tort, or any other legal theory. You hereby agree to indemnify and hold SEG, the Owner, the venue, and each of their officers, directors, employees, agents, representatives and contractors (collectively, the “SEG Group”) harmless from any and all claims, actions, causes of action, demands, agreements, promises, liabilities, debts, controversies, damages, losses, costs and expenses (including without limitation reasonable lawyers’ fees and disbursements, experts fees and costs of investigation), whether based on contract, tort or otherwise, contingent or fixed, liquidated or unliquidated, known or unknown, asserted or unasserted (collectively, “Claims”), that in any manner relate to or are based upon or arise now or in the future from this Agreement, your purchase of the Tickets, or the attendance by you or your Guests at the event for which you purchased the Tickets.
- General Provisions.
- Notice. Any notice or other communication provided for herein or given hereunder to SEG shall be in writing and shall be served in person, by facsimile, e-mail, or by United States Postal Service certified mail, and addressed to the following:
- Waiver and Cumulative Remedies. No failure or delay by any party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- Severability. Should any provision, or part thereof, of this Agreement be held by a court of competent jurisdiction to be unenforceable, the remaining part of the provision, and the other remaining provisions of this Agreement, shall remain in full force and effect.
- Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement, nor any right, duty or obligation of any party hereunder, may be assigned, transferred, or delegated by any party, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party. Any purported assignment of rights or delegation of obligations in violation of this Section will be void. References to a party in this Agreement also refer to such party’s heirs, successors and permitted assigns. Notwithstanding anything to the contrary in this Section, you agree that SEG, in its sole discretion and without any notice to you, may assign or transfer to a third party, including the Owner and the venue, any legal right or claim that SEG deems to have against you or your Guests.
- Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the foregoing sentence with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
- Arbitration. Any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to pursuant to (a) JAMS’ Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, if any claim or counterclaim exceeds $250,000.00, not including cost, interest or attorney’s fees, or (b) JAMS’ Streamlined Arbitration Rules and Procedures, if no claim or counterclaim exceeds $250,000.00, not including cost, interest or attorney’s fees. Judgment on the arbitration award may be entered in any court having jurisdiction. In any arbitration arising out of or related to this agreement, the arbitrator shall award to the prevailing party, if any, the costs, expenses, and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. This paragraph shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
- Service of Process. In addition to the methods of service allowed by law, each party hereby irrevocably and unconditionally consents to service of process upon it by registered, priority, or certified mail. Service hereunder shall be complete upon a party’s actual receipt of process or upon the receipt of the return thereof by the United States Postal Service as refused or undeliverable.
- Injunctive Relief. The parties acknowledge that a breach of any of the provisions contained in this Agreement will result in irreparable and continuing harm for which there will be no adequate remedy at law and that the non-breaching party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). Nothing in this Agreement shall prevent a party from seeking injunctive relief in any court of competent jurisdiction.
- Entire Agreement and Construction. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties.
- No Interpretation Against Drafter. There shall be no rule of interpretation against the drafter in drafting this Agreement.
- Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
ATTN: Scott Spencer
President, Suite Experience Group
1900 S. Norfolk St, Suite 205
San Mateo, CA 94403