INTRODUCTION: HOW THIS AGREEMENT WORKS:

Welcome! Vivid Seats would like to introduce the easiest way to sell tickets online.

Vivid Seats' website, vividseats.com, is a ticket marketplace that allows registered users who want to sell tickets to find buyers.

By using this site, registering as a seller with Vivid Seats, or placing tickets for sale, the seller expressly agrees to abide and be bound by the terms, conditions, rules and procedures set forth in these Terms and Conditions as well as all applicable laws, ordinances and regulations. Only registered users may sell tickets through Vivid Seats' marketplace. To become a registered user, a seller must accept these Terms and Conditions, be over the age of 18 and be legally able to enter into a binding contract.

Vivid Seats reserves the right, in its sole discretion, to change these Terms and Conditions at any time. If Vivid Seats changes any term or condition, said modification, revision and additional information shall be posted here and shall automatically replace the terms and conditions and become binding on all users of this website. The continued use of the site following Vivid Seats' posting of the revised terms and conditions constitutes acceptance of the revised agreement.

REGISTRATION:

To become a registered user the following must be provided: legal name, legal address, current phone number, valid email address and a password. Additionally, a valid credit or debit card that must be verified by the issuer of the card must be provided and must remain updated; a current and valid credit or debit card must be on file at all times. Registered users must also have a valid PayPal account and must enter all PayPal account information unless they have been qualified or approved by Vivid Seats as a Large Reseller. A registered user's information will only be used as described in Vivid Seats' Privacy Policy or this agreement. Each registered user is solely responsible for the use and security of its email address, password and PayPal accounts and for all activity or transactions that occur in its registered user accounts. Vivid Seats is in no way responsible for maintaining the security of email addresses, passwords or any information pertaining to a registered user's PayPal accounts. Registered users are strongly encouraged not to share this information with anyone else. Once all requirements of registration have been met, and an account established, a registered user becomes a seller on vividseats.com (hereinafter referred to as a "Seller"). A Seller can post tickets for sale on vividseats.com. "Large Reseller" means a Seller that meets criteria and conditions set by Vivid Seats, in its sole discretion, completes the requisite application process and is approved by Vivid Seats, in its sole discretion. All terms, conditions, rules and procedures applying to a Seller will also apply to a Large Reseller unless otherwise specified by Vivid Seats.

PLACING A TICKET FOR SALE ON VIVIDSEATS.COM AS A SELLER:

In order to list a ticket for sale, a Seller must assign a price and accurately provide all relevant information including, but not limited to, name of event, section number, row number, seat number, and any other qualifying or relevant descriptive information regarding the experience or services tied to the seat, such as limited or obstructed view (as printed on the ticket, disclosed on the venue or team/artist website or promotional materials, or in any other way defined by the venue or performing artist or team), access to restricted areas such as club lounges, or other included amenities. A Seller must set a definite price at which the ticket will sell when a buyer places an order for the ticket. A Seller should make sure that all prices are accurate and it is the Seller's obligation and responsibility to monitor and maintain the accuracy of its listings. Vivid Seats is not responsible for any error made by the Seller in the listing or pricing of a ticket. Seller shall also include information as to whether the tickets are in Seller's physical possession and when Seller will be able to deliver the tickets. Additionally, Seller must indicate the delivery method for the tickets. If no delivery method is specified, Vivid Seats shall assume the tickets will be shipped. Once an order has been received, Seller cannot change the specified delivery date set forth in its listing. Prior to receiving an order for the tickets, Seller can change the specified delivery date. Vivid Seats shall have the right, in its sole discretion, to remove the listing of any ticket that is not in Seller's physical possession. Vivid Seats shall also have the right, in its sole discretion, to demand proof of purchase from a Seller for any ticket currently listed for sale. Vivid Seats has the right to remove any listing as to which Vivid Seats, in its sole discretion, has concerns regarding the Seller's ability to satisfy an order.

All tickets posted in a single listing on vividseats.com must be for adjacent seats to the same event and for the same date(s). A  Seller may create multiple listings for separate blocks of adjacent seats.

COMPLETING THE SALE ON VIVIDSEATS.COM:

Confirmation of Order:

When Vivid Seats obtains a request to purchase one or more tickets from a Seller's listing, Seller will be notified via email sent to Seller's registered email address. Seller agrees to confirm the order within twenty-four (24) hours or as otherwise set forth in the notification, unless the tickets have already been sold outside of Vivid Seats' marketplace, in which case Seller agrees to promptly reject the request. Vivid Seats reserves the right to limit a Seller's ability to list tickets for sale due to any failure to confirm an order within the required timeframe or due to the rejection of any order. Additionally, as Vivid Seats incurs significant costs acquiring replacement tickets to fill rejected or non-confirmed orders, Vivid Seats shall have the right to demand proof of prior sale for any rejected or non-confirmed order. If Seller is unable or unwilling to provide documentation demonstrating in Vivid Seats' sole discretion that the tickets had sold elsewhere prior to Vivid Seats submitting a request for purchase, Seller authorizes Vivid Seats to charge Seller for all costs related to the rejected order at issue including, but not limited to, internal administrative fees, additional shipping or rerouting charges, additional cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the customer as determined by Vivid Seats, in its sole discretion, and any such cost paid to a third party.

At any time prior to receipt of the Seller's rejection or confirmation, the order may be cancelled by Vivid Seats for any reason.

Delivery of Tickets:

Once an order is confirmed, Seller is responsible for providing the buyer with the exact ticket(s) listed for sale. If for any reason Seller is unable or fails to provide the buyer with the exact ticket(s) listed for sale, Vivid Seats may withhold payment or charge the credit or debit card provided at registration and/or Seller's PayPal accounts for all costs in relation to the transaction at issue including, but not limited to, internal administrative fees, the additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the buyer as determined by Vivid Seats, in its sole discretion, and any such cost paid to any third party.

If the tickets are being delivered electronically, Seller must upload the tickets to Vivid Seats where they will subsequently be made available for the customer to download. If the tickets are instead being shipped rather than uploaded to Vivid Seats as e-tickets, Seller will be notified via email when the FedEx shipping label is ready for printing. Seller must print the supplied FedEx shipping label and ship the ticket(s) on or before the delivery date set forth in the listing. If the specified delivery date had passed prior to confirmation of an order, Seller must print the shipping label and ship the ticket(s) within one (1) business day of receipt of the shipping label. If the Seller fails to ship the tickets by this required ship date, Vivid Seats may charge the Seller for all costs in relation to the transaction at issue including, but not limited to, internal administrative fees, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the buyer as determined by Vivid Seats, in its sole discretion, and any such cost paid to any third party. If an order is confirmed and the tickets cannot be delivered by the method specified when the tickets were originally listed, or ship if no delivery method was specified, Seller agrees to provide an alternate delivery method that ensures timely delivery and is acceptable to Vivid Seats in its sole discretion. If Seller does not provide an alternate delivery method acceptable to Vivid Seats, Vivid Seats may obtain alternate tickets for the customer or may cancel the customer order. Seller authorizes Vivid Seats to charge the Seller for costs incurred in relation to the transaction including, but not limited to, internal administrative fees, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the buyer as determined by Vivid Seats, in its sole discretion, and any such cost paid to any third party. At any point prior to the tickets being delivered, Vivid Seats shall have the right, in its sole discretion, to demand proof of purchase from a Seller for any or all tickets included in a confirmed order. If Seller refuses to or is unable to provide proof of purchase of valid and authentic tickets, Vivid Seats may charge the Seller for costs incurred in relation to the transaction at issue including, but not limited to, internal administrative fees, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the buyer as determined by Vivid Seats, in its sole discretion, and any such cost paid to any third party.

Proceeds from a Sale:

Unless otherwise agreed to by Vivid Seats, payment to Seller typically will be issued to the PayPal account registered by Seller forty-five (45) business days after confirmation of an order; however, Vivid Seats reserves the right to issue payment up to seven (7) days after the event occurs for which the tickets were sold. Seller shall receive from the proceeds of the sale of all listed tickets the amount of the listing price (set by the Seller) less Vivid Seats' selling fee of 10%, unless otherwise agreed by Vivid Seats. Vivid Seats may, in its sole discretion, agree to alternate selling fees for a Large Reseller.

Collection of Taxes:

Seller expressly understands and agrees that Vivid Seats is not responsible in any way for the collection or payment of any taxes related to a sale and is in no way responsible for the accuracy or suitability of any payment of taxes to any entity on Seller's behalf. Seller agrees to indemnify, defend and hold Vivid Seats, its parents and affiliates, and their employees, consultants, agents and other representatives, harmless against any and all claims, damages, losses, liabilities, costs (including reasonable attorneys' fees) and other expenses incurred by Vivid Seats that arise directly or indirectly out of or from any federal, state, municipality, county, city or other tax claim or obligation for amounts due or owing under any tax, regulation, law, order or decree. Seller authorizes Vivid Seats to provide information to any government agency or body regarding any payments Seller receives in relation to any transaction through Vivid Seats.

Postponed or Rescheduled Events:

If an event is rescheduled or postponed, a Seller's listings will remain available for sale for the updated time and date as long as the original tickets remain valid for entry. Previously sold listings remain sold; Seller shall honor any previously confirmed orders and shall take all necessary steps to ensure tickets which have already been delivered to customers remain valid for entry.

Cancelled Events:

If Seller lists a ticket for sale and the event is cancelled after the Seller has already sold the ticket, Seller shall receive no payment for that sale. If Seller has already received the sale proceeds, Seller will be responsible for repayment of the full amount of the ticket(s) sold for the cancelled event. Seller authorizes Vivid Seats to charge the credit or debit card given by Seller at registration in order to recover this full ticket price. If for some reason Vivid Seats is unable to collect the entire amount from Seller's credit or debit card, Seller authorizes Vivid Seats to collect the unpaid debt by withdrawing the uncollected amount from any other credit or debit, checking, financial institution or PayPal account attached to Seller's Vivid Seats account. Upon the return of funds paid to the Seller, a Seller may request retrieval of tickets from the buyer. If so requested, Vivid Seats will make a good-faith attempt to retrieve tickets from the buyer in order to forward these to the Seller. Seller agrees that Vivid Seats has no liability to guarantee the return of said tickets.

DENIAL OF ADMISSION:

If a buyer claims to have been denied admission to an event, Vivid Seats will investigate the matter. If Vivid Seats determines, in its sole discretion, that the buyer's claim may be justified, the buyer will receive a full refund and the Seller's account will be debited the full amount of the purchase price of the ticket. In addition, Seller will be debited for all costs in relation to the transaction at issue including, but not limited to, internal administrative fees, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the buyer as determined by Vivid Seats, in its sole discretion, and any such cost paid to any third party. Seller authorizes Vivid Seats to collect this amount from the credit or debit card given by Seller at registration. If for any reason Vivid Seats is unable to collect the entire amount from Seller's credit or debit card, Seller authorizes Vivid Seats to collect the unpaid debt by withdrawing the uncollected amount from any other credit or debit, checking, financial institution or PayPal account attached to Seller's Vivid Seats account.

PROHIBITED CONDUCT:

Unlawful Activity:

Vivid Seats prohibits the use of its site for any unlawful conduct. All registered users must comply with all local, state, federal and international laws, ordinances and regulations. By becoming a registered user on this site, Seller agrees not to use any false personal information or any invalid or unauthorized credit or debit card. Seller also agrees not to use or permit anyone to use information provided through vividseats.com for any unlawful or unauthorized purpose.

Stolen Property:

The sale of stolen property is strictly forbidden and violates local, state and federal law. Vivid Seats reserves the right to assist in the prosecution of persons who knowingly attempt to sell or take property without authorization through vividseats.com.

Obscene Materials:

Registered users agree not to list, directly or indirectly, sell or buy any adult, obscene or pornographic materials through vividseats.com.

Use of Buyer's Information:

Seller agrees to use buyer's information for the sole purpose of shipping the specific purchased product and for no other purpose. Seller is prohibited from placing any personal information of any kind (including, but not limited to, phone numbers, addresses, emails and all other contact information) in Seller's comment area or in any way in a transaction with a buyer, except as required to coordinate delivery of tickets in a manner approved by Vivid Seats. Seller shall not send any type of advertisement, promotional information, solicitation or marketing material to any buyer at any time.

Removal and Posting on Other Marketplaces:

If a Seller elects to concurrently list a ticket for sale on vividseats.com and an alternate marketplace and the ticket is ordered on vividseats.com, Seller is required to immediately remove the ticket from any and all other marketplaces. Once an order is submitted to a Seller through Vivid Seats' marketplace, Seller shall not modify or cancel the ticket listing in an effort to stop the sale of the ticket. If the ticket first sells through an alternate marketplace, Seller is required to immediately remove the ticket from vividseats.com. Failure to abide by these terms may result, in Vivid Seats' sole discretion, in Vivid Seats restricting Seller listings, denying access to Vivid Seats' marketplace, cancelling current transactions, voiding pending or future transactions, or exercising any other available remedy.

Prohibited Listings:

Seller is prohibited from listing any non-existent or invalid ticket. Seller shall not list any ticket that is in the name of any student or any person under 18 years of age. Additionally, Seller shall not list any ticket for handicap seating or any ticket not usable by the general public including, but not limited to, student or child tickets and tickets only usable by persons of specific nationality or citizenship. Seller shall not list hotel rooms, ticket or travel packages, artist "meet and greet" experiences, or any non-ticketed events unless authorized by Vivid Seats. Vivid Seats may in its sole discretion prohibit any or all Sellers from listing tickets for any specific event.

Abusive Behavior:

Seller agrees not to use abusive language or behave in an abusive manner to any Vivid Seats employee or customer.

INVESTIGATIONS AND CONSEQUENCES:

A Seller who is the subject of a complaint or whom Vivid Seats has reason to suspect may have failed to provide the exact ticket posted for sale, delivered an invalid, counterfeit or fraudulent ticket, or otherwise violated these Terms and Conditions or applicable law, will be subject to investigation by Vivid Seats. Seller agrees to cooperate fully in such investigation including, but not limited to, providing any and all information demanded by Vivid Seats. Seller agrees that all funds that may be owed to it will be suspended or delayed pending completion of the investigation.

Vivid Seats reserves the right to take any action it deems appropriate without prior notice, in its sole discretion, including, but not limited to, canceling orders, returning tickets, issuing a warning, suspending or terminating service, denying access to this site and Vivid Seats' marketplace, canceling transactions, removing any or all listings posted by Seller, voiding pending or future transactions, or exercising any other remedy available (including civil, criminal or injunctive redress) and holding Seller liable for all costs if Seller: (i) is unwilling to cooperate with any investigation; (ii) is believed in Vivid Seats' sole discretion to have engaged in any illegal, unlawful or fraudulent act or otherwise violated these Terms and Conditions or applicable law or acted in concert with anyone so engaged; or (iii) has provided information that Vivid Seats is unable to authenticate or verify. Such costs that may be charged to Seller include, but are not limited to, internal administrative fees, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations measures such as credits, gift certificates or coupons, any other cost necessary to compensate the buyer as determined by Vivid Seats, in its sole discretion, and any such cost paid to any third party. Seller authorizes Vivid Seats to withhold payment or charge the credit or debit card used in registration or the Seller's PayPal accounts for such costs. Vivid Seats shall not be required to provide any refund to Seller if it exercises any of its rights or remedies. Seller agrees that monetary damages may not provide a sufficient remedy to Vivid Seats for violations of these Terms and Conditions and Seller consents to injunctive or other equitable relief for such violations.

Seller agrees that any violation of these Terms and Conditions causes damage and harm to Vivid Seats in the form of, among other things, impaired goodwill, lost sales and increased expenses associated with responding to abusive use of the site. Seller further agrees that monetary damages for such injuries are difficult to ascertain and that proof of monetary damages for abusive use would be costly and difficult to calculate.

Vivid Seats reserves the right to report to appropriate law enforcement authorities or other relevant third parties any activity that it suspects, in its sole discretion, may in any way violate any local, state, federal or international law.

WHAT A REGISTERED USER WARRANTS:

For each ticket a Seller lists, Seller warrants that the provided description of the ticket accurately and completely details and describes the ticket offered for sale. Seller further represents and warrants that in its dealings with Vivid Seats, Seller does not: (i) provide any false, inaccurate, misleading, obscene or defamatory information; (ii) participate, to the best of Seller's knowledge and information, in the sale of counterfeit or stolen items; (iii) violate any law, ordinance or regulation; (iv) infringe any trademark, copyright, privacy right or other right; (v) utilize or transmit any virus or program that is intended to damage, interfere with, intercept or expropriate any system, data or information; (vi) interfere with the site or damage Vivid Seats; (vii) collect or store any information about any other registered user or customer other than in the course of the permitted use of the site; (viii) modify, intercept, interfere, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile, damage or otherwise disassemble any portion of the site or any software used thereon or for the services provided by Vivid Seats; or (ix) assist any third party in doing any of the foregoing.

All registered users represent and warrant that they will comply with local, state, federal and international laws, statutes and regulations regarding the use of vividseats.com and the selling of tickets. The sale or purchase of tickets on the secondary market is regulated by certain countries, states, counties and cities. Seller acknowledges that complying with laws in its jurisdiction is its responsibility and agrees to hold Vivid Seats harmless for any failure to comply with any law or Vivid Seats' failure to notify Seller of, or properly apply, any law.

OWNERSHIP:

This site, including all site software, databases, trademarks, logos, service marks, proprietary information and materials (and any intellectual property and other rights relating thereto) ("Vivid Seats' Property") is owned by Vivid Seats and will remain the property of Vivid Seats. Seller further acknowledges that it does not acquire any ownership rights by using the site. Seller may not use Vivid Seats' Property in connection with any product or service that is not offered by Vivid Seats, in any manner that is likely to cause confusion with customers, or in any manner that disparages Vivid Seats. Nothing contained on the site should be construed as granting, by implication, estoppel or otherwise, any license or right to use Vivid Seats' Property without the express written permission of Vivid Seats.

GRANT OF LICENSE:

Seller grants Vivid Seats a perpetual, non-exclusive, irrevocable, transferable worldwide right, royalty-free, to reproduce, publish and display on its site any content provided to Vivid Seats in connection with Seller's use of the site.

INDEMNIFICATION:

Seller agrees to indemnify, defend and hold Vivid Seats, its parents, affiliates, licensors, suppliers, advertisers and sponsors, and their respective employees, consultants, agents and other representatives ("Indemnified Parties"), harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from: (i) Seller's breach of these terms and conditions; (ii) any allegation that any information Seller submits or transmits to the site infringe or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (iii) any federal, state, municipality, county, city or other tax obligation or amounts due or owing under any tax regulation, law, order or decree or any dispute concerning the tax status of Vivid Seats; and/or (iv) Seller's activities in connection with the listing of and sale of tickets on this site.

DISCLAIMERS AND LIMITATIONS ON LIABILITY:

No Warranty:

THE SITE, THE MATERIALS ON THE SITE AND ANY TICKET OR SERVICE OBTAINED THROUGH THE SITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIVID SEATS DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE MATERIALS, AND ANY TICKETS OR SERVICE OBTAINED THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM THE COURSE OF DEALING OR USAGE OF TRADE. VIVID SEATS DOES NOT WARRANT THAT SELLER'S USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SELLER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SITE AND ANY RELIANCE THEREON. VIVID SEATS IS NOT RESPONSIBLE IN ANY WAY FOR THE ACCURACY OR SUITABILITY OF ANY PAYMENT OF TAXES TO ANY ENTITY ON SELLER'S BEHALF. USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE IS ENTIRELY AT SELLER'S OWN RISK. SELLER SHOULD USE ITS BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability:

NEITHER VIVID SEATS NOR ANY OTHER INDEMNIFIED PARTY ARE OR WILL BE RESPONSIBLE OR LIABLE TO SELLER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR LOST PROFITS). UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE MATERIALS ON THE SITE OR ANY TICKET OR SERVICE OBTAINED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT VIVID SEATS AND ANY OTHER INDEMNIFIED PARTY SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR: (I) ANY ACTION OF ANOTHER USER TO THE SITE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM SELLER'S ACCESS TO AND USE OF THE SITE, INCLUDING ANY CLAIM, CAUSE OF ACTION, OBLIGATION, LIABILITY, RIGHT, OR REMEDY WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF VIVID SEATS; (III) ANY UNAUTHORIZED ACCESS; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (IV) ANY BUGS, VIRUSES, WORMS, DEFECTS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (V) ANY ERROR, MISTAKE, INACCURACY OR OMISSION IN ANY MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS AVAILABLE THROUGH THE SITE; AND/OR (VI) ANY LOST, STOLEN OR DAMAGED TICKETS. SELLER'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF VIVID SEATS, AND ANY OTHER INDEMNIFIED PARTY, AND SELLER'S SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFERED AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO EVERY INDIVIDUAL.

Allocation of Risk:

Seller acknowledges and agrees that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other Terms and Conditions of this agreement reflect such allocation of risk.

ARBITRATION AND DISPUTE RESOLUTION:

Any dispute, controversy or claim arising out of or relating to: (i) these Terms and Conditions; (ii) the use of or access to this site or Vivid Seats' marketplace; (iii) Vivid Seats' services; or (iv) any tickets or other items sold or purchased through this site or Vivid Seats' marketplace shall be resolved exclusively through final and binding arbitration rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, any part of it, or of these Terms and Conditions including, but not limited to, any claim that all or any part of this agreement or the Terms and Conditions is void or voidable.

The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, as modified by this agreement. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings, Demand for Arbitration, is available on the AAA's website. In addition to filing this form with the AAA, in accordance with its rules and procedures, you must send a copy of the completed from to Vivid Seats at the following address to initiate arbitration proceedings: Vivid Seats, Ltd., 344 North Ogden Avenue, 4th Floor, Chicago, Illinois 60607.

The arbitration shall be held in Cook County, Illinois or at another mutually agreed upon location. If the value of the relief sought is $10,000.00 or less, Seller or Vivid Seats may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on Seller and Vivid Seats subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by Seller or Vivid Seats, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Illinois. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this agreement. If the value of the relief sought is $10,000.00 or less, at Seller's request, Vivid Seats will pay all filing and arbitrator fees associated with the arbitration. Any request for payment of fees by Vivid Seats should be submitted by mail to the AAA along with the Demand for Arbitration and Vivid Seats will make arrangements to pay all necessary fees directly to the AAA. In the event the arbitrator determines the claim Seller asserted in the arbitration to be frivolous, Seller agrees to reimburse Vivid Seats for all fees associated with the arbitration paid by Vivid Seats.

IF SELLER DOES NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, SELLER MUST NOTIFY VIVID SEATS IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT SELLER FIRST ACCESSES THIS SITE. SELLER'S WRITTEN NOTIFICATION MUST INCLUDE SELLER'S NAME, ADDRESS AND THE EMAIL ADDRESS USED TO REGISTER WITH VIVID SEATS AS WELL AS A CLEAR STATEMENT THAT SELLER DOES NOT WISH TO RESOLVE DISPUTES WITH VIVID SEATS THROUGH ARBITRATION. WRITTEN NOTIFICATION SHOULD BE MAILED TO: VIVID SEATS, LTD., 344 NORTH OGDEN AVENUE, 4TH FLOOR, CHICAGO, ILLINOIS 60607.

SELLER AND VIVID SEATS AGREE THAT ANY ARBITRATION OR TRIAL BY A JUDGE OF ANY CLAIM WILL TAKE PLACE ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS OR REPRESENTATIVE ACTION. REGARDLESS OF ANYTHING ELSE IN THIS AGREEMENT, THE VALIDITY AND EFFECT OF THE WAIVER MAY BE DETERMINED ONLY BY A COURT AND NOT BY AN ARBITRATOR.  SELLER AND VIVID SEATS ACKNOWLEDGE THAT THE WAIVER IS MATERIAL AND ESSENTIAL TO THE ARBITRATION OF ANY DISPUTES BETWEEN THE PARTIES AND IS NON-SEVERABLE FROM THE AGREEMENT TO ARBITRATE CLAIMS. IF THE WAIVER IS LIMITED, VOIDED OR FOUND UNENFORCEABLE, THEN THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING, SUBJECT TO THE RIGHT TO APPEAL THE LIMITATION OR INVALIDATION OF THE WAIVER. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER VIVID SEATS SELLERS OR USERS.

To the extent any court has jurisdiction over any dispute, controversy or claim arising out of or related to Seller's use of this site or Vivid Seats' marketplace, Vivid Seats' services, these Terms and Conditions or otherwise, any such dispute, controversy or claim shall be resolved in, and shall be subject to, the exclusive jurisdiction of the state and federal courts in and for Chicago, Illinois. Seller consents to the exclusive personal jurisdiction and venue of the state and federal courts in and for Chicago, Illinois.

MODIFICATION:

Vivid Seats has the right, in its sole discretion, to modify, suspend or discontinue any part of this site at any time, with or without notice.

If Vivid Seats changes these Terms and Conditions, it shall post a revised version of terms and conditions on the site, which automatically replace the replaced terms and conditions. Seller's use of the site and the services following Vivid Seats' posting of a revised Terms and Conditions will constitute acceptance of the revised terms and conditions. If you do not agree with the revisions, do not continue to use the services or the site.

ADDITIONAL PROVISIONS:

No agency, partnership, joint venture or other relationship is intended or created by Seller's use of the site or by these Terms and Conditions.

If any provision of these Terms and Conditions is held invalid or unenforceable under any circumstance, its application in any other circumstances and the remaining provisions shall not be effected. Further, the provision that has been deemed to be invalid or ineffective shall be enforced to the greatest extent permitted by law.

The heading at the beginning of each paragraph is for reference purposes and in no way defines the scope or extent of such paragraph.