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100 million sold, 100% Buyer Guarantee. Learn More.

Seller Terms and Conditions

Effective Date: February 24, 2023

 

  1. Introduction: How This Agreement Works

Vivid Seats is a secondary ticket marketplace that connects ticket sellers with buyers (hereinafter the "Vivid Seats Marketplace").

 

To sell on the Vivid Seats Marketplace, you must be a registered seller ("Seller"). Upon registering as a Seller, you expressly represent that you are over the age of eighteen (18) and legally able to enter into a binding contract. You also agree to abide and be bound by the terms, conditions, rules, and procedures set forth in these Seller Terms and Conditions (“Terms and Conditions”).

 

  1. Registering as a Seller

To become a Seller, you must create a password protected account that must always remain current and include the following information:

  • Business name, legal address, and phone number
  • Primary contact name and phone number
  • Valid email address
  • Valid credit or debit card (verified by the issuer)
  • Valid PayPal account

 

Upon registration, you may post your ticket(s) for sale on the Vivid Seats Marketplace by following the below five (5) steps.

 

  1. Provide Ticket Information: You must specify the following information for each listing, based on what is printed on the ticket(s).
    • Name, date, and venue of the event.
    • Section, row, and seat number.
      • All tickets in a single listing must be for the same event, same date, and adjacent or "piggyback" seats, meaning directly behind one another in two (2) consecutive rows with the same number of seats and, if the tickets are for piggyback seats, this must be noted in the listing. Please note there must be two (2) or more seats in each row to list piggyback seats.
    • Any and all qualifying and restricting information regarding the seats, such as limited or obstructed view, wheelchair access, access to restricted areas, or other included restrictions or amenities. You may not provide personal commentary about the reason you are selling your tickets, the quality of the tickets, or your perception of the view and experience. 

 

  1. Set a Price: You must set a price that is definitive and truly represents the amount for which you will sell the ticket to the buyer. You are responsible for all listing and pricing mistakes. 

 

  1. Face Value: For each listing to an event in New York State, Ontario, or British Columbia, you must complete the “face value” field for each ticket.

 

  1. Confirm Ticket Possession: You must confirm that you have physical possession of the listed tickets, or you must specify when you anticipate having physical possession. Unless you are an authorized participant in our Zone Sales Program, you may not list or sell tickets before you own them. 

 

  1. Designate Ticket Delivery: You must designate a delivery date and method, which may include instant download, email, or shipping (UPS).
  • Unless otherwise approved by Vivid Seats, for orders placed more than two (2) weeks before the event, delivery date must be at least two (2) weeks before the event. Delivery date may be adjusted up until the ticket is sold.
  • If no delivery method is selected, Vivid Seats shall designate the tickets for UPS delivery.

 

Once you provide the information above – ticket details, price, face value (for any ticket(s) to events in New York State, Ontario, or British Columbia), possession, and delivery – and subject to Vivid Seats’ approval on a per listing basis, you may list your ticket(s) on the Vivid Seats Marketplace. Vivid Seats does not guarantee that the ticket(s) you are listing for sale will be listed on the site within a certain time frame. It is your responsibility to ensure that your listing is on the site and displayed as you intended.

 

Vivid Seats may authorize the credit card you provided during registration at any time, in its sole discretion. Vivid Seats will authorize the credit card when you list your tickets and when you make any changes to your listing, such as changes to price or quantity. From time to time, Vivid Seats will remind you that your tickets are listed and ask that you confirm that they are still available, in your possession, valid, and that you wish to continue to list them on the Vivid Seats Marketplace. Vivid Seats will authorize your credit card each time you confirm your listing in response to our request.

 

  1. Selling Tickets

Listed tickets can be viewed by buyers at www.vividseats.com. If a buyer selects your ticket listing to order, you will receive a notification of an order request via email to your registered email address. Upon receipt of an order, you must confirm or reject the order immediately. In the case of instant download tickets, you must upload the tickets upon confirmation, and may not modify or cancel the ticket listing or otherwise attempt to stop the sale. Vivid Seats may cancel an order at any time prior to receipt of Seller's confirmation.

 

If your tickets sell on another marketplace, you must immediately remove the tickets from the Vivid Seats Marketplace. In the event you fail to do so and your tickets have already sold on another marketplace, when an order request is received on the Vivid Seats Marketplace, you must promptly reject the order. Vivid Seats may demand proof of prior sale to verify that the tickets actually sold elsewhere prior to Vivid Seats submitting a request for purchase. Failure to provide sufficient proof of sale, as determined by Vivid Seats’ sole discretion, is a violation of these Terms and Conditions and may result in the penalties described below.

 

Vivid Seats does not guarantee that your ticket(s) will sell and will not offer any compensation to you if they do not, regardless of the reason the ticket(s) did not sell.

 

  1. Delivering Tickets

Seller must provide the buyer with the exact ticket(s) listed for sale, on or before the delivery date, and by the delivery method contained in the listing. Seller must deliver the ticket(s) per the following schedule and may not change the specified delivery date after an order is placed.

 

    1. Electronic Delivery: Seller must upload the tickets to Vivid Seats to be made available to buyers to download on the same day as the date you declared you would have physical possession of the tickets when you listed the tickets.

 

    1. UPS Delivery: Seller may access their account after the order is confirmed and generate the UPS shipping label. Seller shall ship the tickets no later than the date they have indicated to be the expected ship date. It is the expectation that the tickets are in transit within one (1) business day of Seller's creation of the label.

 

To the extent Vivid Seats offers integration for a particular team, event, or venue, alternative delivery methods may be accepted. If you have questions about whether a specific delivery method is acceptable, please contact Vivid Seats for additional information.

 

    1. Change in Delivery Method: If an order is confirmed and cannot be delivered by the original method specified or if no method was specified, Seller must provide an alternate delivery method that ensures timely delivery and is acceptable to Vivid Seats and the buyer. If an agreement to the alternate method cannot be reached with the buyer, Vivid Seats may cancel the order and charge Seller with all associated costs incurred to resolve the issue to the buyer's satisfaction. Such failure to deliver tickets per the originally designated delivery method may be a violation of these Terms and Conditions and may subject Seller to the penalties described below.

 

  1. Delivering Incorrect Tickets

If Seller uploads or delivers incorrect tickets, Seller must upload or deliver the correct tickets immediately upon knowledge of the error. Seller may not wait for the return of the incorrect tickets prior to delivering the correct tickets. If UPS is the delivery method, Seller must contact Vivid Seats to obtain a duplicate shipping label. Vivid Seats will make a good faith effort to retrieve the incorrect tickets from buyers and forward them to Seller but assumes no liability and makes no guarantee that such tickets will be returned.

 

  1. Limited Use of Buyer Information

Seller may learn certain information about buyer in connection with facilitating delivery of tickets. Seller agrees to use such information for the sole purpose of shipping or delivering the specific purchased tickets and for no other purpose.  Seller shall not directly contact the buyer; all communication with the buyer must go through Vivid Seats. 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, including in the UPS envelope with the tickets.

 

  1. Payment for Ticket Sales

Sellers typically receive payments issued to their registered PayPal accounts not more than seven (7) business days after the event, regardless of method of delivery, unless otherwise agreed to by Vivid Seats. Seller's proceeds are calculated based on the amount of the listing price set by Seller minus any fees charged by Vivid Seats, which can be set and adjusted at any time and for any reason by Vivid Seats.

 

  1. Postponements, Cancellations, and Restricted Events

 

    1. Postponed Events: Seller listings for postponed events remain available for sale subject to the updated date and time as long as the original tickets remain valid for entry. Previously sold listings for postponed events remain sold and Seller is obligated to deliver previously confirmed orders, subject to the following restrictions:
    • Seller is responsible for ensuring that all tickets listed and/or sold for postponed events, whether or not they have already been delivered, remain valid for entry.
    • If a postponed event has not been rescheduled for more than thirty (30) days or the primary market offers refunds for a postponed event, Vivid Seats may, in its sole discretion, deem the event cancelled and cancel orders as described below.
    • If an event is relocated to a new venue or otherwise materially changes, including a substitution of the originally scheduled performers, Vivid Seats may, in its sole discretion, deem the event cancelled and cancel orders as described below. This provision also applies when there is a change of venue, performer, or other change, where the event will still occur on the original date.
    • In certain jurisdictions, including California (see California Business and Professions Code section 22507), the buyer has the right to request a refund for an order placed for an event that has been postponed or rescheduled.  In the event of such requests from buyers, Vivid Seats will deem those orders cancelled and will recover payment from Seller as described below. 

 

    1. Cancelled Events or Orders: Sellers will not be paid for tickets sold if an event or order is cancelled, or deemed cancelled, by the venue, artist, or primary box office, or if it is deemed cancelled by Vivid Seats as described above. If payment has already been made, Seller is responsible to repay Vivid Seats the full amount of the ticket(s) sold for the cancelled event or order. Vivid Seats is authorized to charge Seller's registered credit or debit card, offset funds owed from future payments, or otherwise initiate recovery efforts to ensure repayment of the full amount of the ticket price.
    • Upon return of funds, Vivid Seats will make a good faith effort to retrieve tickets from buyers to forward them to Seller, if requested to do so at the time of cancellation, but Vivid Seats assumes no liability and makes no guarantee that such tickets will be returned. 

 

    1. Restricted Events: Some events are restricted by Vivid Seats, in its sole discretion. If a Seller that attempts to sell tickets to an event that they are not qualified to sell for, the Seller will either be prevented from doing so during the listing process or after entering the ticket information, the ticket(s) will not appear on the Vivid Seats Marketplace.

 

  1. Large Resellers

Vivid Seats, in its sole discretion, may designate certain approved Sellers as "Large Resellers.” If you are designated as a Large Reseller, you will be asked to enter into our Large Reseller Agreement.  Unless otherwise stated in the Large Reseller Agreement, all terms, conditions, rules, and procedures set forth herein apply to Large Resellers.

 

  1. Zone Sales

Vivid Seats, in its sole discretion, may designate certain approved Sellers as authorized participants in its Zone Sales Program ("Zone Sellers"). If approved as a Zone Seller, you will be required to enter into our Zone Sales Agreement. Unless otherwise stated in the Zone Sales Agreement, all terms, conditions, rules, and procedures set forth herein apply to Zone Sellers.

 

  1. Prohibited Conduct

This list is illustrative but not exhaustive of types of prohibited conduct in violation of these Terms and Conditions:

  • Abusive Behavior: Seller agrees not to use abusive language or behave in an abusive manner to any Vivid Seats employee or customer.
  • Unlawful Activity: Sellers may not use the Vivid Seats Marketplace for unlawful activity, including but not limited to using information provided through the Vivid Seats Marketplace for unauthorized purposes, providing false personal information to Vivid Seats, or supplying invalid or unauthorized credit or debit card information.
  • 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 in connection with the Vivid Seats Marketplace.
  • Obscene Materials: Sellers agree not to list, directly or indirectly, sell or buy any adult, obscene or pornographic materials through the Vivid Seats Marketplace.
  • Speculative Selling: Seller agrees not to engage in speculative selling on the Vivid Seats Marketplace, unless Seller is an authorized participant in our Zone Sales Program.

 

  1. Violation of Terms and Conditions, Penalties, and Recoveries

Vivid Seats is committed to a safe and secure customer experience where every buyer receives valid and authentic tickets in time to attend an event. Vivid Seats requires Sellers to fulfill that same commitment and may investigate and/or impose penalties on Seller at any time based on any suspected or confirmed violation of these Terms and Conditions or any concern whatsoever, in Vivid Seats’ sole discretion, regarding Seller's ability to satisfy any of its obligations and/or deliver tickets for confirmed orders.

 

    1. Violations of Terms and Conditions: Any of the following may constitute a violation of the Terms and Conditions. This list is illustrative but not exhaustive of potential violations of the Terms and Conditions:
    • Failure to timely confirm an order.
    • Rejection of an order.
    • Attempts to change price post-sale.
    • Failure to accurately include an exact seat location or other ticket attributes.
    • Failure to timely deliver tickets to a buyer.
    • Unapproved "Zone Seating" or other speculative selling.
    • Noncompliance with any applicable law, regulation, or ordinance. Failure to disclose that a parking pass "does not include admission to the event."
    • Selling a parking pass that is not affiliated with the venue or the event in an official capacity.
    • Selling a parking pass that does not allow entry to the lot at least two (2) hours prior to listed event time and continued access until at least two (2) hours after the event's end.
    • Any listings that fail to maintain seating pod integrity, where such seating pods are established by the venue, artist, or primary box office for health or safety reasons during an epidemic, pandemic, or other public health or safety emergency. 

 

    1. Proof of Purchase: At any time, Vivid Seats may request proof of purchase for any active listing or confirmed order, regardless of the event or delivery date. If Seller refuses to or is unable to provide sufficient proof of purchase of valid and authentic tickets within the time allowed by Vivid Seats, in Vivid Seats' sole discretion, Seller will be deemed in violation of these Terms and Conditions and subject to the penalties described below. 

 

    1. Denial of Admission: If a buyer claims to have been denied entry to an event, Vivid Seats will investigate the matter. Such investigation may require Seller to provide proof of purchase and authenticity of the tickets as well as proof of entry at the venue at the time and date of the event. If Vivid Seats determines, in its sole discretion, that the buyer's claim may be justified, Seller will be deemed in violation of the Terms and Conditions and subject to the penalties described below.  If a buyer is denied entry to an event because that buyer has failed pre-entry screening of any sort that is required by the venue for entry, and if the venue subsequently refunds the order to Seller, then, under such circumstances, Vivid Seats is authorized to charge Seller's registered credit or debit card, offset funds owed from future payments, or otherwise initiate recovery efforts to ensure repayment of the full amount of the ticket price to the buyer. 

 

    1. Penalties: Vivid Seats is not required to investigate prior to taking action to ensure that a buyer receives valid and authentic ticket(s) purchased in time to attend the event. Vivid Seats has the right to remove any or all listings and/or cancel any or all confirmed orders prior to delivery, for any reason and at its sole discretion, and to recover all funds paid to Seller for the tickets as well as all funds expended to ensure that replacement tickets are secured or otherwise reach a resolution with a buyer, including, but not limited to, internal administrative fees, shipping or rerouting charges, the cost of replacement tickets, refunds, customer relations and call center costs, credits, gift certificates, coupons, and other administrative costs. Vivid Seats may also levy a discretionary fine, in any amount, against Sellers that violate these Terms and Conditions. In addition to financial remedies, Vivid Seats may also restrict Seller listings in any way, deny access to the Vivid Seats Marketplace, suspend or terminate a Seller account, and cancel pending transactions or payments. 

 

    1. Recovery of Amounts Due and Liquidated Damages: Upon the imposition of a limit or restriction on Seller's listings or the cancellation of a confirmed order, Vivid Seats may be owed money from Seller. In order to ensure payment for expenses incurred as a result of Seller's violation of these Terms and Conditions, and as a commercially reasonably liquidated penalty, Vivid Seats is authorized by Seller to charge the credit or debit card or PayPal account provided at registration or withdraw from any financial institution attached to any of Seller's Vivid Seats accounts, a minimum amount equal to two hundred percent (200%) of the listing price for any tickets that are not delivered, or may not be delivered, in Vivid Seats’ sole discretion. In addition, Vivid Seats reserves the right to take any action(s) to recover funds expended in connection with an effort to resolve a buyer issue arising out of a violation of these Terms and Conditions, without prior notice, in its sole discretion, including, but not limited to:
    • Withholding, indefinitely, payment for any pending transactions;
    • Using legal process and/or collections agencies to pursue recovery of any and all damages incurred by Vivid Seats;
    • Cooperating with or reporting Seller to relevant law enforcement authorities and other relevant third parties; and
    • Availing itself of all other applicable legal and equitable remedies, including civil, criminal, or injunctive redress, or other equitable relief. 

 

    1. Injunctive Relief: Seller agrees that any violation of these Terms and Conditions would cause irreparable injury to Vivid Seats, including damage and harm to Vivid Seats in the form of, among other things, impaired goodwill, lost sales, and increased expenses. Seller further agrees that monetary damages for such injuries are difficult to ascertain and therefore may not provide a sufficient remedy to Vivid Seats. Seller therefore agrees that Vivid Seats will be entitled to injunctive or other equitable relief for such violations without the requirement to post bond. 

 

    1. Joint and Several Liability: Notwithstanding Vivid Seats' exercise of any of the above remedies, Seller's liability for breach of these Terms and Conditions is joint and several with any company that is affiliated with, or wholly-owned by, Seller, including, but not limited, to attorneys' fees and costs associated with enforcing the Vivid Seats penalties.

 

  1. Seller Representations & Warranties

For each ticket Seller lists, Seller represents and warrants that the ticket is: (i) valid and authentic; (ii) currently owned by Seller (unless Seller is an authorized participant in Vivid Seats’ Zone Sales Program); (iii) in Seller’s possession, or available to Seller at a known date; (iv) available for sale and has not been sold on another marketplace; (v) not in the name of an individual under eighteen (18) years of age; (vi) usable by the general public and not restricted to students, children, the disabled, people of a certain nationality, citizenship, gender, or team preference; and (vii) a ticket and not a hotel room, package, artist, “meet and greet” experience, backstage pass, or any non-ticketed events unless authorized by Vivid Seats. Seller further warrants that the provided description of the ticket accurately and completely details and describes the ticket offered for sale.

 

Seller also represents and warrants that in its dealings with Vivid Seats, Seller has not and will not: (i) provide any false, inaccurate, misleading, obscene, or defamatory information; (ii) violate any law, ordinance, or regulation, including, but not limited to, those related to reselling tickets, the Better Online Ticket Sales Act of 2016, and Section 25.24 of the amended New York Arts and Cultural Affairs Law and other similar laws; (iii) infringe any trademark, copyright, privacy right, or other right; (iv) collect or store any information about any other Seller or buyer other than in the course of the permitted use of the site; (v) 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 (vi) assist any third party in doing any of the foregoing.

 

  1. Additional Terms and Conditions

 

    1. Account Activity: Seller is solely responsible for the use and security of its email address, password, bank and other payment accounts, and for all activity or transactions that occur in its Seller accounts. Vivid Seats is in no way responsible for maintaining the security of email addresses, passwords, or any information pertaining to Seller's PayPal accounts.

 

    1. Use of Seller Information: Seller's information will only be used as described in Vivid Seats' Privacy Policy, which can be found at https://vividseats.com/privacy.

 

    1. Collection of Taxes:  Seller expressly understands and agrees that Seller is responsible for the calculation, collection, and/or remittance of any taxes related to a sale as required by law. Vivid Seats will calculate, collect, and remit sales taxes for events taking place within particular jurisdictions; however, Vivid Seats is in no way responsible for the accuracy or suitability of any payment of taxes made by Vivid Seats to any entity on Seller's behalf. Seller agrees to provide Vivid Seats with any tax identification number necessary for Vivid Seats to provide (without notice to Seller) information to the relevant tax authorities related to payments made to Seller through the Vivid Seats Marketplace. Seller authorizes Vivid Seats to provide information to any government agency or body regarding any payments Seller receives in relation to any transaction through the Vivid Seats Marketplace. 

 

    1. 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 acknowledges that it does not acquire any ownership rights by registering as a Seller and/or 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. 

 

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

 

    1. Compliance with Laws: The sale or purchase of tickets on the secondary market is regulated by certain countries, states, counties, and cities. Seller acknowledges that it is solely responsible for complying with laws in its jurisdiction.

 

    1. Indemnification: Seller agrees to indemnify, defend, and hold harmless Vivid Seats, its parents, affiliates, investors, licensors, suppliers, advertisers and sponsors, and their respective employees, officers, consultants, agents and other representatives ("Indemnified Parties"), 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; and/or (v) Seller’s failure to comply with any applicable law or Vivid Seats’ failure to notify Seller of, or properly apply, any applicable law. 

 

    1. 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. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES: ‘A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.’

 

    1. 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, OR PUNITIVE DAMAGES OF ANY TYPE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR LOST PROFITS) AS WELL FOR AS ANY MULTIPLIER ON OR INCREASE TO DAMAGES, UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY, COMMON LAW, EQUITABLE, 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 ON THE VIVID SEATS MARKETPLACE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM SELLER’S ACCESS TO OR USE OF THE VIVID SEATS MARKETPLACE, 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 VIVID SEATS MARKETPLACE; (IV) ANY BUGS, VIRUSES, WORMS, DEFECTS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE VIVID SEATS MARKETPLACE 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 VIVID SEATS MARKETPLACE; AND/OR (VI) ANY LOST, STOLEN OR DAMAGED TICKETS.

 

    • 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 VIVID SEATS MARKETPLACE. 

 

    • SOME JURISDICTIONS, INCLUDING BUT NOT LIMITED TO THE STATE OF NEW JERSEY,  DO NOT ALLOW CERTAIN AGREEMENTS TO INCLUDE THE PROVISIONS OF THIS SECTION THAT (A) LIMIT OR EXCLUDE CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE; (B) LIMIT OR EXCLUDE THE USE OF ANY MULTIPLIER ON OR INCREASE TO DAMAGES; AND (C) LIMIT THE LIABILITY OF VIVID SEATS, AND ANY OTHER INDEMNIFIED PARTY, TO THE GREATER OF (1) THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE OVER THE PAST TWELVE (12) MONTHS; OR (2) TWO HUNDRED DOLLARS ($200).  THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  THE PROVISIONS OF THIS SECTION DO NOT APPLY TO THE EXTENT, AND ONLY TO THE EXTENT, NOT PERMITTED BY APPLICABLE LAW.

 

    1. Allocation of Risk: Seller acknowledges and agrees that the foregoing disclaimers with regard to warranty and limitations of liability represent bargained for allocations of risk, and that the pricing and other provisions in these Terms and Conditions reflect such allocation of risk. 

 

    1. Ticket Information: Seller acknowledges and agrees that all information related to any tickets sold on www.vividseats.com, including the number of tickets sold, the event for which they are sold, and the price at which they are sold, is confidential (“Confidential Information”). Seller agrees not to disclose any Confidential Information except as expressly set forth and required by these Terms and Conditions.

 

  1. Arbitration and Dispute Resolution

You and Vivid Seats each agree that, except as provided in the Exceptions provision below, any and all disputes, controversies, or claims arising out of or relating in any way to: (i) these Terms and Conditions; (ii) your use of, or access to, the site; (iii) Vivid Seats’ services; (iv) any tickets or other items sold or purchased through the site; or (iv) any marketing, advertising, statements, or representations regarding or related in any way to these Terms and Conditions, the site (including access to and use thereof), Vivid Seats’ services, and any tickets or other items sold or purchased through the site shall be fully, finally, and exclusively resolved through final and binding arbitration rather than in court.  YOU AND VIVID SEATS EACH WAIVE ANY RIGHT TO A JURY TRIAL AS WELL AS ANY RIGHT TO BRING CLAIMS IN OR OTHERWISE PARTICIPATE IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING, AS SET FORTH BELOW.

    1. Exceptions: Notwithstanding the remainder of this Arbitration and Dispute Resolution section, You and Vivid Seats agree that the following types of disputes will be resolved in court, unless both You and Vivid Seats agree to submit the dispute to arbitration pursuant to this Arbitration and Dispute Resolution section: (1) Disputes or claims within the jurisdiction of a small claims court; or (2) Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief).

For the avoidance of doubt, the waiver of the right to bring claims in or otherwise participate in a class, representative, or consolidated action or proceeding set forth in the Class Action Waiver provision below does not prevent You from seeking public injunctive relief in an individual capacity to the extent otherwise permitted by law.

 

You and Vivid Seats also agree that for disputes or claims where both injunctive relief (including public injunctive relief) and non-injunctive relief are sought, You and Vivid Seats will first submit the dispute or claim for non-injunctive relief to arbitration pursuant to this Arbitration and Dispute Resolution section.  The arbitrator will not be permitted to grant injunctive relief (unless the parties mutually agree otherwise).  Once the arbitration of the dispute or claim for non-injunctive relief has concluded, You and/or Vivid Seats may seek the injunctive relief (including the public injunctive relief) in court to the extent permitted by law.  

 

Any litigation in court of the foregoing types of disputes (except for small claims court actions) may be commenced only in a federal or state court located within Cook County, Illinois, and You and Vivid Seats each consent to the jurisdiction of those courts for such purposes.  Regardless of whether the foregoing types of disputes in this Exceptions provision are resolved by a court or pursuant to arbitration, you and Vivid Seats agree that the dispute is subject to the Class Action Waiver provision set forth below.

 

    1. Delegation: 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 formation, existence, scope, validity, interpretation, applicability, or enforceability of this agreement to arbitrate, or 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 to arbitrate or these Terms and Conditions are void or voidable.  If any party disagrees about whether the foregoing provision (or any portion of this agreement to arbitrate, including without limitation the provisions relating to arbitration, the waiver of class or representative proceedings, and opting out) can be enforced or whether it applies to the dispute, the parties all agree that the arbitrator will decide that dispute.

 

    1. Governing Law: The Federal Arbitration Act (“FAA”) governs this agreement to arbitrate in all respects.  This means that the FAA governs, among other things, the interpretation and enforcement of the parties’ arbitration agreement and all of its provisions, including, without limitation, the Class Action Waiver.  State arbitration laws do not govern in any respect.  Further, you and Vivid Seats each agree that the Terms and Conditions evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.  To the extent state law applies, the parties’ arbitration agreement and the parties’ Class Action Waiver shall be governed by Illinois law, subject to conflict of law principles.   

 

    1. Informal Initial Dispute Mechanism: If either you or Vivid Seats intends to bring a claim against the other, that party must first send to the other, by certified mail, a completed Intent to Arbitrate Notice ("Intent Notice"). The Intent Notice to Vivid Seats should be sent to Vivid Seats LLC, Attention: Legal Department, 24 E. Washington, Suite 900, Chicago, IL 60602. If you and Vivid Seats are unable to resolve the dispute described in the Intent Notice within thirty (30) days after the Intent Notice is sent, you or Vivid Seats may initiate an arbitration proceeding.

 

    1. Initiating Arbitration Proceedings; Rules, Venue, and Jurisdiction: The arbitration will be administered by the American Arbitration Association (“AAA”).  Unless the AAA determines that the dispute concerns a consumer transaction, in which case the AAA’s Consumer Arbitration Rules shall apply, the arbitration will be administered in accordance with the AAA’s Commercial Arbitration Rules, as modified by this agreement to arbitrate. Exclusive jurisdiction for an arbitration hearing required under the AAA Commercial Arbitration Rules, if any, shall be in Chicago, Illinois. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings, Demand for Arbitration, is available on the AAA website. In addition to filing the Demand for Arbitration with the AAA, in accordance with its rules and procedures, you must send a copy of the completed form to Vivid Seats at the following address: Vivid Seats LLC, Attention: Legal Department, 24 E. Washington Street, Suite 900, Chicago, IL 60602.  The arbitrator will decide the substance of all claims in accordance with the laws of the State of Illinois, subject to conflict of law principles. 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.

 

In the event that the AAA is unable to conduct the arbitration for any reason, you and Vivid Seats will mutually select an alternative arbitration provider, and the arbitration will be conducted pursuant to that provider’s applicable rules.

 

If the agreement to arbitrate is held unenforceable or invalid for any reason, any litigation against Vivid Seats (except for small claims court actions, as discussed above) may be commenced only in a federal or state court located within Cook County, Illinois, and you and we each consent to the jurisdiction of those courts for such purposes.

 

    1. Selection of Arbitrator: The parties agree that there will be one arbitrator and that the process for appointing an arbitrator will be the following manner: The AAA shall send simultaneously to each party to the dispute an identical list of ten (10) names of persons chosen from the National Roster (unless the AAA decides that a different number is appropriate).  For a dispute or claim relating to the intellectual property of you, Vivid Seats, or any of Vivid Seats’ corporate family members (for example, trademarks, trade dress, domain names, trade secrets, copyrights, or patents), the list from the National Roster shall be limited to individuals who either previously served as a federal judge or is an attorney who has specialized in intellectual property law for at least ten (10) years.

 

The parties will confer to attempt to agree to an arbitrator from the submitted list and to advise the AAA of their agreement. If the parties are unable to agree upon an arbitrator, each party to the dispute shall have fourteen (14) calendar days from the transmittal date in which to strike names objected to, number the remaining names in order of preference, and return the list to the AAA. The parties are not required to exchange selection lists. If a party does not return the list within the time specified, all persons named therein shall be deemed acceptable to that party. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve. If the parties fail to agree on any of the persons named, or if acceptable arbitrators are unable to act, or if for any other reason the appointment cannot be made from the submitted lists, the AAA shall have the power to make the appointment from among other members of the National Roster without the submission of additional lists, except that for the appointment of an arbitrator for a dispute or claim relating to the intellectual property of you, Vivid Seats, or any of Vivid Seats’ corporate family members (for example, trademarks, trade dress, domain names, trade secrets, copyrights, or patents), the individual appointed shall either previously have served as a federal judge or be an attorney who has specialized in intellectual property law for at least ten (10) years.

 

    1. Arbitration Fees and Costs; Attorneys’ Fees and Expenses: Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this agreement to arbitrate. If the value of the relief sought is ten thousand dollars ($10,000) or less, at your request, Vivid Seats will pay all filing, administrative 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.

 

Each party is responsible for his, her, or its own attorneys’ fees and expenses, and Vivid Seats will not pay your attorneys’ fees or expenses except to the extent ordered to do so by the arbitrator.  If you prevail in arbitration, however, you will be entitled to an award of reasonable attorneys’ fees and expenses to the extent allowed for under applicable law and ordered by the arbitrator.  In the event the arbitrator determines the claim you asserted in the arbitration to be frivolous according to Federal Rule of Civil Procedure 11, or brought for an improper purpose, you agree to reimburse Vivid Seats for all fees associated with the arbitration paid by Vivid Seats that you otherwise would have been obligated to pay under the AAA rules.  If the arbitrator, upon final disposition of the case, finds your dispute was not frivolous, Vivid Seats will reimburse any filing fees that you paid and were not otherwise reimbursed.

 

    1. Opting Out: You can choose to reject this agreement to arbitrate. If you do not wish to be bound by this agreement to arbitrate and/or the Class Action Waiver, you must notify Vivid Seats in writing within thirty (30) days of the date that you first access the site. Your written notification must include your name and address, as well as a clear statement that you do not wish to resolve disputes with Vivid Seats through arbitration. Written notification should be mailed by certified mail to: Vivid Seats LLC, Attention: Legal Department, 24 E. Washington Street, Suite 900, Chicago, IL 60602. If you do not opt out within thirty (30) days, then you accept all terms and conditions of the arbitration and dispute resolution procedures described above.

 

  1. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VIVID SEATS EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND VIVID SEATS AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND VIVID SEATS EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.  IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND VIVID SEATS AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW, WARRANTED BY AN INDIVIDUAL CLAIM(S), AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE.

 

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. 

 

  1. Confidentiality 

Unless applicable law provides otherwise, the arbitration proceeding and all records pertaining to it—including but not limited to any documents prepared or produced in connection with the arbitration proceeding, as well as the hearing and the arbitration award—will be confidential and will not be disclosed to any third party, except as necessary to obtain court confirmation of the arbitration award.

 

  1. Modification of Terms and Conditions

Vivid Seats reserves the right, in its sole discretion, to change these Terms and Conditions at any time and will post such changes at www.vividseats.com, which automatically replaces these existing Terms and Conditions, becomes binding on all Sellers, and are effective immediately. Seller’s continued registration status as a Seller, even without any additional use of the Vivid Seats Marketplace, or continued use of the site, following Vivid Seats’ posting of revised Terms and Conditions, constitutes acceptance of the revised Terms and Conditions. If you do not agree with the revisions, do not continue to access and use the site, as a Seller or otherwise.

 

  1. Miscellaneous Provisions

 

    1. Force Majeure. Vivid Seats shall not be deemed in default or otherwise liable under these Terms and Conditions due to its inability to perform its obligations by reason of any act of God, fire, earthquake, blizzard, flood, epidemic, pandemic, danger to public health or safety, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, law, ordinance, regulation, legal order (unless caused by Vivid Seats’ default hereunder), failure or delay of any transportation, power, or communications system or any other similar cause not under Vivid Seats’ control.

 

    1. Relationship. No agency, partnership, joint venture, or other relationship is intended or created by your use of the site.

 

    1. Governing Law. These Terms and Conditions, the use of the site and our mobile applications, and any purchases of tickets hereunder will be governed by the laws of the State of Illinois, subject to conflict of law principles.

 

    1. Agreement. These Terms and Conditions contain the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings between the parties, whether oral, written, electronic or implied.

 

    1. Severability. 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 affected. Further, the provision that has been deemed to be invalid or ineffective shall be enforced to the greatest extent permitted by law.

 

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