INTRODUCTION: HOW THIS AGREEMENT WORKS:

Welcome! Vivid Seats would like to introduce the easiest way to sell your 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 your information with Vivid Seats, or placing tickets for sale, you expressly agree 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. Vivid Seats limits its eligibility to sell tickets to registered users. To become a registered user you 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. Your continued use of the site following Vivid Seats' posting of revised terms and conditions constitute your acceptance of the revised agreement.

REGISTRATION:

To become a registered user you must provide your legal name, legal address, current phone number, valid email address and password. You must also provide a valid credit or debit card that must be verified by the issuer of the card. 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 requested 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 your email address, password 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 the 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 a ticket(s) for sale on Vivid Seats. "Large Reseller" means a Seller that meets the 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.

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

Before listing any ticket on Vividseats.com, a Seller must have possession of the ticket. In order to list a ticket for sale, a Seller must assign a price and accurately provide all relevant information including the name of the event, the scheduled date of the event, section number, row number and seat number. A Seller must set a definite price at which the ticket will sell when the 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.

If the buyer accepts Seller's terms of sale, Seller is responsible for providing that buyer with the exact ticket listed for sale. If for any reason Seller is unable or fails to provide buyer with the exact ticket 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 Vivid Seats incurs in relation to the transaction at issue including, but not limited to, 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.

All tickets posted in a single listing on Vividseats.com must be for adjacent seats to the same event, for the same date. If a Seller plans on posting a single ticket on Vividseats.com each single ticket must be a separate listing.

COMPLETING THE SALE ON VIVIDSEATS.COM:

Once Vivid Seats obtains a request to purchase a Seller's ticket, Seller will be notified through the use of the Seller's registered email address. Seller agrees that it will notify Vivid Seats and the potential buyer that it either rejects the request or confirms the order within twenty-four (24) hours or as otherwise set forth in the notification. The order may be cancelled by Vivid Seats for any reason prior to its receipt of the Seller's rejection or confirmation. Seller recognizes that consumer satisfaction and protection is a paramount consideration and if the Seller cannot confirm the order, the Seller shall handle the matter in a completely professional manner and, if applicable, abide by any procedure dictated by Vivid Seats. Once the sale is confirmed, Seller will be notified via email that the FedEx shipping label is ready for printing. Seller must print out the supplied FedEx shipping label and ship the ticket immediately. Delivery of Tickets If tickets are ordered and are not available to ship at the time the order is confirmed, the seller shall provide a ship date that ensures the tickets will be timely delivered. The tickets ordered must be shipped by this date or else the sale may be voided by Vivid Seats. If the Seller fails to ship the tickets by the ship date, Vivid Seats may charge the Seller for costs incurred in relation to the transaction at issue including, but not limited to, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relation's 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 ship via FedEx, Seller agrees to provide an alternate delivery method that ensures timely delivery that 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 charge the Seller for costs incurred in relation to the transaction at issue including, but not limited to, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relation's 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.Unless otherwise agreed to by Vivid Seats, payment to Seller typically will be issued to the PayPal account registered by Seller seven (7) business days after verification of delivery of the tickets by the buyer, however Vivid Seats reserves the right to issue payment up to ten (10) days after the event takes place.

Proceeds from a Sale:

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' service charge of 10% (unless otherwise agreed by Vivid Seats in writing), which Vivid Seats will deduct.

Collection of Taxes:

You expressly understand and agree 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 your behalf. You agree 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. You authorize Vivid Seats to provide information to any government agency or body regarding any payments you receive in relation to any transaction on the website.

Postponed or Rescheduled Events:

In the event that a Seller has listed a ticket for sale to an event that has been postponed or rescheduled, Vivid Seats will update the event information for the buyer and allow Seller to continue to list its tickets for sale.

Cancelled Events:

If Seller lists a ticket for sale and the event is cancelled after the Seller has already sold the ticket, and received the sale proceeds, Seller will be responsible for repayment of the full amount of the cancelled ticket and buyer will be refunded the full amount of the purchase price of the ticket provided buyer meets the conditions set forth in Vivid Seats' User and Purchaser Policies and Terms of Use. Those terms require, in part, a buyer to return the ticket within two (2) weeks of notification to be eligible for the refund. Vivid Seats will recover the full ticket price from the credit or debit card given by Seller at registration. If for some reason Vivid Seats is unable to collect the entire amount from Seller's credit or debit card, Vivid Seats has the right 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. Vivid Seats will then return the cancelled ticket to Seller after the full amount has been debited from Seller's credit or debit card or fully refunded otherwise.

DENIAL OF ADMISSION

If a buyer is denied admission to an event and Vivid Seats determines, in its sole discretion, that the buyer will receive a full refund because of that denial, 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 Vivid Seats incurs in relation to the transaction at issue including, but not limited to, additional shipping 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. Vivid Seats will recover all costs from the credit or debit card given by Seller at registration. If for some reason Vivid Seats is unable to collect the entire amount from Seller's credit or debit card, Vivid Seats has the right 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, you agree not to use any false personal information or use an invalid or unauthorized credit or debit card. You agree 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.

Obscene Materials:

As a registered user you agree to not list, directly or indirectly, sell or buy any adult, obscene or pornographic materials.

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. 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 Market Places:

Up until a ticket is purchased, Seller may delete the listing. Once a ticket is purchased, Seller shall not modify or cancel the ticket listing in an effort to stop the sale of the ticket. Vivid Seats strongly discourages posting the listed ticket in other market places. If you wish to post your ticket elsewhere and your ticket sells, you are required to remove your ticket from Vivid Seats immediately.

Prohibited Listings:

Seller is prohibited from listing a phantom or invalid ticket or failing to deliver a ticket posted on Vividseats.com. Seller is prohibited from posting any ticket that does not match the exact details of sale.

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 believes 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 and in its sole discretion including, but not limited to, canceling orders, returning tickets, issuing a warning, suspending or terminating service, denying access, cancelling transactions, removing all listings posted by said Seller, refusing to honor pending or future transactions, remove material, or exercise any other remedy available to it (including civil, criminal or injunctive redress) and holding Seller liable for all costs if a Seller: (a) is unwilling to cooperative with any investigation; (b) 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 has acted in concert with anyone so engaged; or (c) has provided information that Vivid Seats is unable to authenticate or verify. Costs that may be charged to such a Seller include, but are not limited to, additional shipping or rerouting charges, the cost of replacement tickets, refunds, customer relation's measures such as credits, gift certificates or coupons and any other cost necessary to compensate the buyer as determined by Vivid Seats in its sole discretion. Seller agrees to authorize 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 is not required to provide any refund to you if it exercises any of its rights or remedies.

You agree that monetary damages may not provide a sufficient remedy to Vivid Seats for violations of these Terms and Conditions and you consent to injunctive or other equitable relief for such violations.

You agree that violations 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. You further agree 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 believes, 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 its description of the ticket accurately details and describes the ticket offered for sale. Seller further represents and warrants that any information it provides to Vivid Seats or uses on this site: (i) is not false, inaccurate, misleading, obscene or defamatory; (ii) does not involve, to the best of Seller's knowledge and information, the sale of counterfeit or stolen items; (iii) does not violate any law, ordinance or regulation; (iv) does not infringe any trademark, copyright, privacy right or other right; (v) does not contain any virus or program that is intended to damage, interfere with, intercept or expropriate any system, data or information; (vi) does not interfere with the site or damage Vivid Seats; (vii) does not 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) does not modify, intercept, interfere, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile, damage or otherwise disassemble any portion of the site or any software used on or for the services provided by Vivid Seats; and (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 the ticket. The sale or purchase of tickets on the secondary market is regulated by certain 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 you of, or properly apply, any law.

OWNERSHIP:

The 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 any 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 any 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 you may provide to Vivid Seats in connection with your 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: (a) Seller's breach of these terms and conditions; (b) 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; (c) 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 (d) 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 COURSE OF DEALING OR USAGE OF TRADE. VIVID SEATS DOES NOT WARRANT THAT YOUR 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. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. VIVID SEATS IS NOT RESPONSIBLE IN ANY WAY FOR THE ACCURACY OR SUITABILITY OF ANY PAYMENT OF TAXES TO ANY ENTITY ON YOUR BEHALF. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. YOU SHOULD USE YOUR 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 YOU 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, YOU EXPRESSLY ACKNOWLEDGE AND AGREE 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 YOUR 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. YOUR 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 YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFERED BY YOU 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 YOU.

Allocation of Risk:

You acknowledge and agree 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.

DISPUTES:

Any dispute, controversy or claim arising out of or related to your use of this site shall be resolved in, and shall be subject to the exclusive jurisdiction, of the state or federal courts in and for Chicago, Illinois. You consent 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 your 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 your use of the site or 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 no way defines the scope or extent of such paragraph.