Terms of Use Agreement between User and Seat Relay

Last updated on: November 7, 2024

Please read this Terms of Use agreement (the "Terms of Use" or "Terms") carefully. These Terms of Use govern the use of SeatRelay.com, or the mobile applications "Seat Relay" (the "Digital Properties") of Seat Relay, and apply to all users visiting the Digital Properties, including using the services and resources available or enabled via the Digital Properties (each a "Service" and collectively, the "Services"). By clicking on the "I Accept", "Place Order" or "Sign Up" button, completing the registration process, making a purchase, listing a ticket for sale, and/or browsing the website (the "Application"), YOU ARE ENTERING INTO A BINDING CONTRACT, and you represent that (1) you have read, understand, and agree to be bound by these Terms of Use, (2) you are of legal age to form a binding contract with Seat Relay, and (3) you have the authority to enter into the Terms of Use personally or on behalf of company you have named as the user, and to bind that company to these Terms of Use. The term "you" refers to the individual or company, as applicable, identified as the user when you registered with a Digital Property. If you do not agree to be bound by the Terms of Use, you may not access or use any Digital Property or the Services.

Please be aware this Terms of Use, below, contains provisions governing how claims are resolved that you and we have against each other, including, without limitation, any claims that arose or were asserted prior to the effective date of these Terms of Use. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT, DISPUTES BETWEEN YOU AND SEAT RELAY 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.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the "Terms".

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY SEAT RELAY IN ITS SOLE DISCRETION AT ANY TIME. If you do not agree to any change(s), you shall stop using the Digital Properties and/or the Services. Otherwise, your continued use of the Digital Properties and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Seat Relay Marketplace.

Seat Relay Ticket Marketplace. Seat Relay offers an online secondary marketplace that allows Users (as defined below) to buy (each, a "Buyer") and sell (each, a "Seller") tickets and other related items to events (each or together (as the context may require), a "Ticket").
Tickets. The ticket price (the "Ticket Price") for resale Tickets may be set at, above or below, the original price of the Ticket. Unless otherwise noted on a Ticket, on the listing or on a confirmation page or email, Tickets may be transferable, even if another person's name appears on the face of the Ticket. Sellers are obligated to deliver the Tickets through Seat Relay to you prior to the event, and you will be protected by the Secure Relay if a Seller fails to provide you the Tickets prior to an event. All prices for Tickets are in United States dollars unless noted otherwise.
Buying Tickets. Buyers are solely responsible for completing their transactions in their purchase of Tickets, including the payment of applicable fees. By committing to purchase a Ticket, you are entering into a binding contract with the Seller and Seat Relay to purchase the applicable Ticket. All sales are final, and except for canceled events, you will not receive a refund for any completed purchase. You cannot change or cancel orders after the sale is complete.
1. Agreement. You agree to supply Seller and Seat Relay with the appropriate information necessary for delivery of tickets, including, but not limited to, email address and physical address (if applicable). If you provide 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 Secure Relay (referenced below).
2. Number of Tickets or "Ticket Limits". In an effort to give all interested customers an opportunity to purchase Tickets to an event or other items via the Service and to discourage unfair Ticket buying practices, our clients often set limits on the number of seating and/or parking rights or tickets a single customer may purchase. You will be advised of any such limits during the purchase process, or by a system limitation on the number of Tickets you may purchase during your online session. Tickets purchased for an event during multiple online sessions via the Service may be totaled to ensure that any limitations imposed by the Seat Relay client is not exceeded. Each Seat Relay account must be linked to a unique individual, and must contain valid and verifiable information. Multiple accounts may not be used to circumvent or exceed published ticket limits. If you exceed or attempt to exceed the posted ticket limits for a particular event, Seat Relay may cancel, without notice, any or all Ticket purchase transactions made by you for such event and return the Tickets to our client, in addition to prohibiting your Ticket purchasing abilities for the event.
3. Use of Ticket Bot Technology. You may not attempt to conceal your identity by using multiple Internet Protocol addresses or email addresses, or by any other means, to conduct Ticket transactions on the Seat Relay online marketplace. You may not use ticket bot technology to search for, reserve, or purchase Tickets through the Seat Relay online marketplace. For the avoidance of doubt, this specifically prohibits you from using automated ticket purchasing software on the Seat Relay online marketplace, and prohibits you from circumventing any security measure, access control system, or other technological control or measure on the Seat Relay online marketplace that is used to enforce posted event Ticket purchasing limits or to maintain the integrity of posted online Ticket purchasing order rules.
4. Original Ticket Price. We may provide the original ticket price for a Ticket being sold on our Digital Properties prior to purchase, in accordance with applicable law. As a Buyer, you should understand that (i) we can only provide the original price if we have access to the information, either from our own records as the primary ticketing service provider for the last sale or from the Seller themselves, and (ii) in the event we receive this information from the Seller, we do not independently verify the truthfulness or accuracy of such information.
Selling Tickets. If you are a Seller, your activities are governed by and subject to our Supplemental Terms for Sellers found attached hereto as Exhibit A incorporated herein by reference. Please note that Seat Relay cannot guarantee (a) that every Ticket purchased on Seat Relay will be eligible for resale on Seat Relay (such as, for example, a promoter for a tour requests resale to be disabled), or (b) that you will receive your Ticket enough in advance of the event to enable you to resell the Ticket. In addition, you may not be able to list a Ticket for resale at your desired price (for example, we may impose a Ticket price cap for fraud purposes).
Seat Relay Properties. The Digital Properties, the Services, and the information and content available on or in the Digital Properties and the Services (as these terms are defined herein) (collectively, the "Seat Relay Properties.") are protected by copyright laws throughout the world. Unless otherwise specified by Seat Relay in a separate license, your right to use any Seat Relay Properties is subject to the Terms.
1. Updates. You understand that Seat Relay Properties are evolving. As a result, Seat Relay may require you to accept updates to Seat Relay Properties that you have installed on your computer or mobile device. You acknowledge and agree that Seat Relay may update Seat Relay Properties with or without notifying you. You may need to update third-party software from time to time in order to use Seat Relay Properties.
2. Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Seat Relay Properties or any portion of Seat Relay Properties, including the Digital Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Seat Relay Properties (including images, text, page layout or form) of Seat Relay; (c) you shall not use any metatags or other "hidden text" using Seat Relay's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Seat Relay Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in or on the Digital Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Digital Properties 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); (f) you shall not access Seat Relay Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Seat Relay Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Seat Relay Properties. Any future release, update or other addition to Seat Relay Properties shall be subject to the Terms. You further acknowledge and agree that (i) you will not access any Digital Property for the purpose of bringing a claim or action against Seat Relay including, but not limited to patent infringement or ADA compliance, and (ii) agree that violation of the foregoing will result in a fee of not less than $50,000. Seat Relay, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Seat Relay Properties (in addition to any other right or remedies) shall result in the automatic and immediate termination of the licenses granted by Seat Relay pursuant to the Terms.
Seat Relay Refunds and Exchanges. There are no refunds or exchanges on tickets purchased from Seat Relay.

Registration.

Registering Your Account. In order to access certain features of Seat Relay Properties you may be required to become a Registered User. For purposes of the Terms, "Registered User" is an end user of the Services ("User") who has registered an account on the Digital Properties ("Account"), or has a valid account on the social networking service ("SNS") through which the User has connected to the Services (each such account, a "Third-Party Account").
Access Through a SNS. If you access the Seat Relay Properties through a SNS as part of the functionality of the Digital Properties, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing Seat Relay to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Seat Relay and/or grant Seat Relay access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Seat Relay to pay any fees or making Seat Relay subject to any usage limitations imposed by such third-party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SEAT RELAY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
Registration Data. In registering an account on the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Seat Relay Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify Seat Relay immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Seat Relay has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Seat Relay has the right to suspend or terminate your Account and refuse any and all current or future use of Seat Relay Properties (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 (and you agree that violation of the foregoing will result in a fee of not less than $50,000). You agree that you shall not have more than one Account per platform or SNS at any given time. Seat Relay reserves the right to remove or reclaim any usernames 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. You agree not to create an Account or use Seat Relay Properties if you have been previously removed by Seat Relay, or if you have been previously banned from any of Seat Relay Properties.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Seat Relay Properties, including but not limited to, a mobile device that is suitable to connect with and use Seat Relay Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Seat Relay Properties.

Ownership.

Seat Relay Properties. You agree that Seat Relay and its suppliers own all rights, title and interest in Seat Relay Properties and all content therein or thereon. You agree that you have no right or title in or to any such content or the Seat Relay Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Digital Properties, the Services, or Seat Relay Properties.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Seat Relay through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Seat Relay has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Seat Relay 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 the operation and maintenance of Seat Relay Properties.

User Conduct.

Unauthorized Use or Access. You agree that you will not, under any circumstances:
1. Interfere or attempt to interfere with the proper functioning of Seat Relay Properties or connect to or use Seat Relay Properties in any way not expressly permitted by the Terms;
2. Systematically retrieve data or other content from our Seat Relay Properties 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;
3. Use, display, mirror or frame Seat Relay Properties, or any individual element within Seat Relay Properties, Seat Relay's name, any Seat Relay trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Seat Relay's express written consent;
4. Use any unauthorized software that accesses, intercepts, "mines" or otherwise collects information from or through Seat Relay Properties or that is in transit from or to Seat Relay Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by Seat Relay Properties;
5. Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or Seat Relay Properties, whether through the use of a network analyzer, packet sniffer or other device;
6. Make any automated use of Seat Relay Properties, or take any action that imposes or may impose (in Seat Relay's sole discretion) an unreasonable or disproportionately large load on the infrastructure for Seat Relay Properties;
7. Bypass any robot exclusion headers or other measures Seat Relay takes to restrict access to Seat Relay Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl Seat Relay Properties, or harvest or manipulate data;
8. Use, facilitate, create, or maintain any unauthorized connection to Seat Relay Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of Seat Relay Properties; or (ii) any connection using programs, tools or software not expressly approved by Seat Relay;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Seat Relay Properties, or to obtain any information from Seat Relay Properties;
10. 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;
11. Solicit or attempt to solicit personal information from other Users of Seat Relay Properties;
12. Use Seat Relay Properties 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, calling card or account numbers;
13. 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 Seat Relay Properties to send altered, deceptive or false source-identifying information; or
14. 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").
General. In connection with your use of Seat Relay Properties, you shall not:
1. Harm minors in any way;
2. Impersonate any person or entity, including, but not limited to, Seat Relay personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
4. Register for more than one Account or register for an Account on behalf of an individual other than yourself;
5. Stalk or otherwise harass any other User of our Seat Relay Properties; or
6. Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

Speculative Ticketing. For the purpose of these Terms of Use, Speculative Ticketing means the sale of tickets for which the Seller has neither the possession of the actual ticket nor the right to receive such ticket that is materially consistent with the description of the ticket listed for sale on the Seat Relay Platform ("Speculative Ticketing"). Seat Relay does not permit Speculative Ticketing and stands behind the Secure Relay set forth in Section 5 for any tickets that are not delivered to you by Seat Relay prior to an event. Seat Relay reserves the right to request from Seller proof of purchase or any other documentary evidence for any listing that is suspected to be Speculative Ticketing. Failure to present adequate documentation within the timeframe requested by Seat Relay may result in the removal of the listing, account suspension or closure, or any other measures permitted under these Terms of Use.

Fees, Purchase Terms, and Credits.

Service Fees. Seat Relay may charge fees for buying and/or selling Tickets through our Services, as well as delivery or fulfillment fees (collectively, "Service Fees"), which is made available to you prior to buying or selling a ticket. Seat Relay reserves the right at any time to change its Service Fees and billing methods. Seat Relay may retain Service Fees if you do not fulfill your obligations hereunder or if the Event is canceled. You must provide Seat Relay with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) ("Payment Provider") a condition to signing up for the Services (each, a "Payment Method"). Your Payment Provider agreement governs your use of the designated credit or debit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Seat Relay with your credit or debit card number and associated payment information, you agree that Seat Relay is authorized to immediately invoice your Account for all fees and charges due and payable to Seat Relay hereunder and that no additional notice or consent is required. You agree to immediately notify Seat Relay of any change in your billing address or the credit or debit card used for payment hereunder.
Payments by Buyers. As a Buyer you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.
Event Cancellations and Postponement.
1. Event Cancellation. If an event is canceled and not rescheduled (a "Canceled Event"), Seat Relay will remove the event and any listing related to the event from the Services, and provide Buyers with notice of the cancellation and further instructions. Buyers are required to retain their Ticket(s) with respect to Canceled Events and send them back to Seat Relay or to the Seller, as directed by Seat Relay. A Buyer will receive a refund or, subject to applicable state laws, a credit, to be determined in Seat Relay's sole discretion, once the Buyer has sent back the Ticket(s) in the manner and within the timeline given by Seat Relay, and the Seller will not receive the Ticket Price. Please note that certain states require the refund of a Ticket if an event is canceled and Seat Relay's refund policy is intended at all times to comply with all applicable state laws. 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 Seat Relay immediately at support@seatrelay.com.
2. Event Postponement. If an event is postponed, Seat Relay will work with Buyers, on a case-by-case basis, to attempt to resolve the issues. Refunds or credits will not be issued for postponed events, unless they are canceled.
3. Other Event Changes. Seat Relay is not responsible for any other event changes, such as partial performances, venue, line-up or time changes. No refunds or credits will be issued under such circumstances.
Taxes. Seat Relay collects and remits Sales Tax on secondary sales in the following jurisdictions: Georgia, Idaho, Louisiana, Minnesota, North Carolina, North Dakota, Tennessee, Texas, West Virginia, Wisconsin, Wyoming and Washington D.C. Seat Relay may collect and remit Sales Tax in additional jurisdictions in accordance with applicable regulatory and legislative changes. If any Services, or payments for any Services or Tickets, under the 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 Seat Relay 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 sales or use tax, and any other tax measured by sales proceeds, that Seat Relay is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Withholding Taxes. You agree to make all payments of fees to Seat Relay free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Seat Relay will be your sole responsibility, and you will provide Seat Relay 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 Provider. Payment processing services for customers on Seat Relay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to Terms of Use for Seat Relay or continuing to operate as a customer on Seat Relay, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Seat Relay enabling payment processing services through Stripe, you agree to provide Seat Relay accurate and complete information about you and your business, and you authorize Seat Relay to share it and transaction information related to your use of the payment processing services provided by Stripe. Seat Relay also uses Stripe to make payouts to buyers or sellers or customers. The Stripe Recipient Agreement applies to your receipt of such Payouts. To receive payouts from Seat Relay, you must provide Seat Relay accurate and complete information about you and your business, and you authorize Seat Relay to share it and transaction information related to your payout with Stripe. https://stripe.com/connect-account/legal/recipient
Credits. Seat Relay may offer promo codes, discount credits, or other types of credits ("Credits"). In order to utilize the Credit, you need to create an account through the Digital Properties and input your information. Credits will expire on the date stated in the offer. If no expiration date is listed, Credits will expire one year after the first day it can be utilized by you. Unless otherwise stated, a Credit is for one-time use only. Thus, if the total price of the Ticket(s) purchased is/are less than the monetary amount of the Credit, the difference cannot be utilized in subsequent purchases. Additionally, a Credit may not be copied, reproduced, distributed, or published either directly or indirectly in any form or stored in data retrieval systems without our prior written approval. Seat Relay reserves the right to withdraw or deactivate any Credit (other than one which has been purchased) for any reason, at any time. In some circumstances involving the Secure Relay, you may be eligible to select either a refund or a Credit. Upon making a selection between either a refund or a Credit, you will not be able to switch your choice. Credits may only be redeemed through the Digital Properties, and not through any other website or method of communication.

Indemnification. You agree to indemnify and hold Seat Relay, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Seat Relay Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) as a Seller, the content of your listings and any errors, inaccuracies or omissions therein; (b) your use of, or inability to use, Seat Relay Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any end users of the Services; (e) your violation of any applicable laws, rules or regulations; or (f) any disputes or claims between you and any other User. Seat Relay 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 Seat Relay in asserting any available defenses. This provision does not require you to indemnify any of the Seat Relay Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Digital Properties or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Seat Relay Properties.

Disclaimer of Warranties and Conditions.

As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SEAT RELAY PROPERTIES IS AT YOUR SOLE RISK, AND SEAT RELAY PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. SEAT RELAY 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 SEAT RELAY WEBSITE, APPLICATION OR SERVICES.
1. SEAT RELAY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SEAT RELAY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SEAT RELAY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SEAT RELAY PROPERTIES WILL BE ACCURATE OR RELIABLE.
2. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SEAT RELAY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEAT RELAY OR THROUGH SEAT RELAY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
4. FROM TIME TO TIME, SEAT RELAY MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS 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 SEAT RELAY'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 SEAT RELAY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SEAT RELAY 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 SEAT RELAY PROPERTIES. YOU UNDERSTAND THAT SEAT RELAY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OR LISTINGS OF USERS OF SEAT RELAY PROPERTIES. ANY TICKETS PURCHASED OR SOLD THROUGH SEAT RELAY PROPERTIES ARE AT YOUR OWN RISK, AND SEAT RELAY 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 SEAT RELAY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SEAT RELAY PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT SEAT RELAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SEAT RELAY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SEAT RELAY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SEAT RELAY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SEAT RELAY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO SEAT RELAY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEAT RELAY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SEAT RELAY PARTY'S NEGLIGENCE; FOR(B) ANY INJURY CAUSED BY A SEAT RELAY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY DAMAGES THAT CANNOT BE DISCLAIMED BY APPLICABLE LAW.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL SEAT RELAY PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO SEAT RELAY BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEAT RELAY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SEAT RELAY PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SEAT RELAY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
User Information. EXCEPT FOR SEAT RELAY'S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN SEAT RELAY'S PRIVACY POLICY, SEAT RELAY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY PERSONALIZATION SETTINGS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEAT RELAY AND YOU.

Remedies.

Violations. If Seat Relay becomes aware of any possible violations by you of the Terms, Seat Relay reserves the right to investigate such violations. If, as a result of the investigation, Seat Relay believes that criminal activity has occurred, Seat Relay reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Seat Relay is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Seat Relay Properties in Seat Relay's possession in connection with your use of Seat Relay Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to your requests for customer service, or (4) protect the rights, property or personal safety of Seat Relay, its Users or the public, and all enforcement or other government officials, as Seat Relay in its sole discretion believes to be necessary or appropriate.
Right to Cancel Transaction; Other Remedies.
1. Right to Cancel Transaction. In certain circumstances, we may cancel a Ticket transaction (whether a purchase, listing, and/or transfer) without notice and return the Tickets to our client or to the individual who held the Tickets prior to the completion of the transaction. Such circumstances include, but are not limited to, the following:
  1. if an event is canceled without being rescheduled;
  2. if the Buyer's payment method provider does not remit payment;
  3. if we or our client suspects, in our sole discretion, unauthorized or fraudulent use of a Buyer, Seller, and/or transferee's account with us;
  4. if we or our client suspects, in our sole discretion, unauthorized or fraudulent use of a Buyer, Seller, and/or transferee's account with us;
  5. if a Buyer, Seller, and/or transferee breaches these Terms of Use;
  6. if we or our client deems, in our sole discretion, that a Ticket transaction violates the law; and/or
  7. if there is an error in the pricing of a Ticket offered for sale through our Service; and/or
  8. if we or our client believes, in our sole discretion, that a buyer, seller, and/or transferee has otherwise engaged in inappropriate conduct in connection with a Ticket transaction.
2. Other Remedies. In certain circumstances, we may, in addition to any applicable remedies listed above, (a) discontinue an individual's registration with any of the Seat Relay Properties, including any of the Services; and/or (b) pursue any other action which Seat Relay deems appropriate. Such circumstances include, but are not limited to, the following:
  1. if we or our client suspects, in our sole discretion, unauthorized or fraudulent use of a Buyer, Seller, and/or transferee's account with us;
  2. if we or our client suspects, in our sole discretion, unauthorized or fraudulent use of a Buyer, Seller, and/or transferee's account with us;
  3. if a Buyer, Seller, and/or transferee breaches these Terms of Use;
  4. if we or our client deems, in our sole discretion, that a Ticket transaction violates the law; and/or
  5. if we or our client believes, in our sole discretion, that a buyer, seller, and/or transferee has otherwise engaged in inappropriate conduct in connection with a Ticket transaction.

Term and Termination.

Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Seat Relay Properties, unless terminated earlier in accordance with the Terms.
Prior Use. Notwithstanding the foregoing, if you used Seat Relay Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Seat Relay Properties (whichever is earlier) and will remain in full force and effect while you use Seat Relay Properties, unless earlier terminated in accordance with the Terms.
Termination of Services by Seat Relay. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if Seat Relay is required to do so by law (e.g., where the provision of the Digital Properties or the Services is, or becomes, unlawful), Seat Relay has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Seat Relay's sole discretion and that Seat Relay shall not be liable to you or any third party for any termination of your Account.
Termination of Services by You. If you want to terminate the Services provided by Seat Relay, you may do so by ceasing to use the Services.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Seat Relay will not have any liability whatsoever to you for any suspension or termination. All provisions of the 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 registration(s) with or ability to access Seat Relay Properties is discontinued by Seat Relay due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Seat Relay Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Seat Relay Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Seat Relay 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. Seat Relay Properties 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 Seat Relay intends to announce such Services in your country. Seat Relay Properties are controlled and offered by Seat Relay from its facilities in the United States of America. Seat Relay makes no representations that Seat Relay Properties are appropriate or available for use in other locations. Those who access or use Seat Relay Properties from other countries do so at their own volition and are responsible for compliance with local law.

Dispute Resolution.

THIS SECTION SETS FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH DISPUTES BETWEEN YOU AND SEAT RELAY WILL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION ("ARBITRATION AGREEMENT"). PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SEAT RELAY TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. WITH LIMITED EXCEPTIONS, ARBITRATION PRECLUDES YOU AND SEAT RELAY FROM SUING IN COURT. YOU AND SEAT RELAY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS. YOU AND SEAT RELAY ARE WAIVING THE RIGHT TO A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. YOU AND SEAT RELAY ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
Dispute Resolution/Notice Regarding Mandatory Arbitration. Seat Relay 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 Seat Relay agree to give the other an opportunity to resolve any Disputes informally by sending us written notice. If you assert a Dispute against Seat Relay, you will first contact Seat Relay by sending written notice ("Claimant Notice") to Seat Relay, 909 Aviation Parkway, Suite 900, Morrisville, North Carolina, Attention: Legal, with an email copy to support@seatrelay.com. The Claimant Notice must (i) include your name, address, user name (if any), email address you used to set up your Seat Relay account (if any), and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. If Seat Relay asserts a Dispute against you, Seat Relay will first contact you by sending a written notice ("Seat Relay Notice") to you via email to the primary email address associated with your account. The Seat Relay Notice must (i) include the name of a Seat Relay 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.
Informal Dispute Resolution. You and Seat Relay 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 Seat Relay Notice. If we cannot reach an agreement to resolve the Dispute within sixty (60) days after email receipt of a 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 Seat Relay receive a Claimant or Seat Relay 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 Seat Relay 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 "Seat Relay Entities") arising out of, relating in any way to, or in connection with the Terms, the Seat Relay website, Application or Services or your use of the Seat Relay website, Application or Services, your personal information, or any aspect of your relationship with Seat Relay, 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 Seat Relay may bring a qualifying claim over a Dispute in a small claims court, (b) you or Seat Relay 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 Seat Relay may seek equitable relief in court for any illegal or intentional act affecting the accessibility, functionality, or the security of the Seat Relay website, Application or Services or the general business interests of Seat Relay.
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 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 Seat Relay by the same or coordinated counsel or are otherwise coordinated ("Mass Filing"). 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 Seat Relay also agree that in the event that there are one hundred (100) or more individual arbitrations of a substantially similar nature filed against Seat Relay 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 (plus, to the extent there are less than 100 claims left over after the batching described above, a final batch consisting of the remaining claims); (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 ("Batch Arbitration"). 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 Seat Relay. 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 Seat Relay 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 Seat Relay 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 Seat Relay submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Seat Relay 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 Seat Relay 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 Delaware and will be selected by the parties from NAM's roster of consumer dispute arbitrators. 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 the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the 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 and not by an arbitrator.
Jury Trial Waiver. YOU AND SEAT RELAY 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 Seat Relay 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 SEAT RELAY 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, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 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 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 Seat Relay 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 15 after the arbitration is completed. This subsection does not prevent you or Seat Relay from participating in a class-wide settlement of claims.
One Year to Assert Claims. You and Seat Relay 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: Seat Relay, 909 Aviation Parkway, Suite 900, Morrisville, North Carolina, Attention: Legal, with an email copy to support@seatrelay.com, within 30 days after first agreeing or becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Seat Relay username (if any), the email address you used to set up your Seat Relay account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement 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 the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Seat Relay.
Modification. Notwithstanding any provision in this Agreement to the contrary, Seat Relay 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 such change, you may reject that change within thirty (30) days of such change becoming effective by writing Seat Relay at the following address: Seat Relay, 909 Aviation Parkway, Suite 900, Morrisville, North Carolina, Attention: Legal, with an email copy to support@seatrelay.com. Changes to this Arbitration Agreement shall not apply to any claim that was filed in a legal proceeding against Seat Relay 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 the 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 the Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Seat Relay will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

General Provisions.

Electronic Communications. The communications between you and Seat Relay use electronic means, whether you visit Seat Relay Properties or send Seat Relay e-mails, or whether Seat Relay posts notices on Seat Relay Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Seat Relay in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Seat Relay 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 Seat Relay Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from the purchase, sale, advertising, marketing and promotion of Tickets via the Seat Relay Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "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." 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 Seat Relay Party or for such party's fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Digital Properties or any Services provided hereunder.
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Seat Relay's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Seat Relay 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, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Seat Relay Properties, please contact us at: support@seatrelay.com. We will do our best to address your concerns. 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 Seat Relay agree and consent that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in the State of Delaware.
Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, 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 Seat Relay requires that you provide an e-mail address, you are responsible for providing Seat Relay with your most current e-mail address. In the event that the last e-mail address you provided to Seat Relay is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Seat Relay's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Seat Relay at the following address: Seat Relay, 909 Aviation Parkway, Suite 900, Morrisville, North Carolina, Attention: Legal, with an email copy to support@seatrelay.com. Such notice shall be deemed given when received by Seat Relay 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 the 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 & Export Control. You may not use, export, import, or transfer Seat Relay Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Seat Relay Properties, and any other applicable laws. In particular, but without limitation, Seat Relay Properties may not be exported or re-exported (a) into any United States embargoed countries, (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, Seat Relay Properties 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 Seat Relay Properties, 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 Seat Relay Properties under U.S. economic sanctions law. You also will not use Seat Relay Properties 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 Seat Relay 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 Seat Relay products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Entire Agreement. The 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.

Exhibit A
Supplemental Terms for Sellers

Supplemental Terms for Sellers

The following Supplemental Terms apply to users who wish to sell Tickets on our Digital Properties. These Supplemental Terms incorporate Seat Relay's Terms of Use by reference. If the Terms of Use are inconsistent with these Supplemental Terms, these Supplemental Terms shall control with respect to the subject matter contemplated herein. Any capitalized terms used herein that are undefined have the meaning given to such term in the Terms of Use.

Selling Tickets. Sellers are required to comply with all applicable laws, rules, regulations and ordinances, along with our Ticket Policy below, when marketing and selling Tickets.

Ticket Listings. Sellers set their own price when selling a Ticket, and may raise or lower that price and/or delete their listing prior to receiving an offer to purchase such Ticket. By listing a Ticket for sale, Seller is making a binding offer to sell that Ticket to a Buyer at the Ticket Price. If a Buyer accepts the offer by purchasing Seller's Ticket via the Services, the Seller is bound to deliver the applicable Ticket to the Buyer through Seat Relay within the agreed upon timeframe. Sellers are solely responsible for monitoring their own inventory of Tickets and ensuring that their listings are accurate, complete and timely. Sellers are expressly forbidden from canceling any order with a Buyer once the Seller has accepted the Buyer's offer.
Ticket Policy. All Sellers are required to comply with the following policies (collectively, "Ticket Policy") when marketing and selling Tickets via our Digital Properties. Any failure to comply with this Ticket Policy, or these Supplemental Terms, may result in Seller's listings being removed, Seller's sale(s) being canceled, any amounts paid by Buyers being withheld, or Seat Relay taking any other action described in the Terms of Use.
1. Ticket Listings.
  1. Sellers must provide accurate, complete and timely information for each listing and must ensure that such information remains accurate, complete and timely at all times the listing is active. Such information includes, without limitation, information related to the name and date of the event, and section, row and seat number. Sellers must list any and all required disclosures related to their Tickets, including, without limitation, as applicable: limited or obstructed views; possible obstructions; wheelchair seating, wheelchair only or wheelchair accessible; alcohol-free section; behind or side stage; 21 and over event; or the original ticket price for such Tickets. Seller may only list valid Tickets, which Seller has the right and authority to sell. Sellers may not list any Tickets listed through Seat Relay on any other venue.
  2. Original Ticket Price Disclosure: Seller acknowledges that certain laws applicable to some venues may require the disclosure of the original ticket price paid for Tickets listed for resale. Accordingly, when so required, Seat Relay will request the original ticket price of a resale Ticket from Seller and Seller agrees to provide this information truthfully.
2. Prohibited Listings. Sellers are expressly forbidden from listing for sale:
  1. Tickets that the Seller does not actually have in their possession;
  2. stolen Tickets;
  3. "paperless tickets", "flash seats" and "will call only" tickets;
  4. Tickets for non-consecutive seats;
  5. Tickets with rotating or changing barcodes that were not originally issued by Seat Relay or by partners with whom Seat Relay has a direct integration that allows for the transfer of such Tickets;
  6. Tickets without event access, such as parking passes, party passes, club passes and pit passes; and
  7. Tickets that were originally offered as free to the public.
3. Delivery. Sellers must deliver any Tickets through Seat Relay purchased by Buyers in accordance with agreed upon timelines and in a manner consistent with the Seller's listing. If a Buyer does not receive their Tickets in a timely manner, or the Buyer receives Tickets that do not match the Seller's listing, Seat Relay may cancel the sale and refund the Buyer all amounts paid to the Seller. If Seller believes that it will be unable to deliver Tickets through Seat Relay that it has sold to a Buyer in a timely manner or needs to offer replacement Tickets, Seller must report the issue to Seat Relay immediately at support@seatrelay.com so that we can attempt to resolve the matter. Seller understands that merely reporting any issues it is experiencing in accordance with the prior sentence does not relieve Seller of its obligations to the Buyer. Seat Relay reserves the right to suspend and/or terminate Seller's Account if Seat Relay determines, in its sole discretion, that Seller has repeatedly failed to abide by these Supplemental Terms.
Seller Warranties. As a Seller, you represent and warrant that: (i) all Tickets you list on the Services (1) are valid, (2) are in your actual physical or electronic possession, and (3) are transferable to Buyers; (ii) you have provided all required information and disclosures applicable for each listing (and you will update your listing with any information or disclosure as may be required or necessary in the future); (iii) all information you provide for a listing is truthfully provided, and is complete, accurate and up-to-date; (iv) you have the right to sell the Tickets you list on the Services; (v) your sale of any Tickets via the Services does not and will not violate the rules or terms and conditions of any venue or event promoter, or any applicable law; and (vi) you have not and will not list any Tickets listed on the Services on any other site, platform, channel or medium, while such Tickets are listed on the Services.
Disclaimer. Seat Relay does not guarantee that any Tickets you list on the Services will sell, that you will make any particular amount of money in marketing and selling Tickets on our Services, or that any Buyers will complete any transaction with you or be able to pay for Tickets. Furthermore Seat Relay does not guarantee that any Tickets will be listed on our Services in any particular way or with any preference, or will appear on the Services within any particular period of time.
No Chargebacks. Please be aware that Seat Relay is owned by ETIX, Inc., even though they operate separate platforms. You may purchase tickets to event(s) on ETIX but resell them on Seat Relay. However, please be aware that seeking a chargeback with your credit card issuer is against the terms of service for both ETIX and Seat Relay. Any and all disputes must be handled directly with ETIX and Seat Relay first, otherwise you risk your account being suspended by ETIX and/or Seat Relay, respectively, in their sole discretion. Please see additional information below:
1. Event Not Yet Occurred: If the event has not yet occurred, filing a chargeback with your credit card issuer is against the Seat Relay terms of service. Any money generated by the resale of tickets is forfeited after notification of chargeback is provided to Seat Relay because you are now attempting to sell tickets that you no longer own. SeatRelay reserves the right to terminate or suspend any accounts that engage in chargebacks at their sole discretion and on a case-by-case basis. You may contact customer support to discuss any action taken by SeatRelay in regard to this Section at support@seatrelay.com.
2. Event Already Occurred: If the event has already occurred, filing a chargeback with your credit card issuer is against the Seat Relay terms of service. Seat Relay reserves the right to terminate or suspend any accounts that engage in chargebacks at their sole discretion and on a case-by-case basis. You may contact customer support to discuss any action taken by Seat Relay in regard to this Section at support@seatrelay.com.
Event Cancellations and Postponement. Seat Relay will notify Seller of any Canceled Event. If a Seller requires their Ticket(s) back to obtain a refund of the original purchase price, the Seller must contact Seat Relay at support@seatrelay.com. If the Seller has already been paid, the payment made for the sale may be recovered by charging the Seller's Payment Method or by setting off this amount against pending payments for other Tickets the Seller has or will sell. If an event is postponed, Seat Relay will work with Sellers, on a case-by-case basis, to attempt to resolve the issues. Sellers are prohibited from reselling, invalidating or changing Tickets for postponed events.
Interactions with Buyers. Sellers and Buyers will only be communicating with Seat Relay and not with each other directly.

Payments to Sellers: Taxes. Following Seat Relay's receipt of money from the Buyer, Seat Relay will remit to Seller the applicable Ticket Price, less any fees, charges, set-off and other amounts due to Seat Relay in accordance with the terms herein. Sellers will not receive any interest or any other earnings on any funds held in a Seller's Account. As between Seller and Seat Relay, Seller is responsible for all sales and use tax for the sales of his or her Tickets. In accordance with Texas state law, by listing a ticket on Seat Relay to any event that takes place in Texas, Seller certifies to Seat Relay that the sales tax imposed on the original purchase of the ticket was paid.

Indemnification. Seller agrees to indemnify and hold the Seat Relay Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of Seller's breach or alleged breach of these Supplemental Terms.