Seller Terms and Conditions

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Global Seller Terms and Conditions

Effective Date: October 7, 2024

PLEASE CAREFULLY READ THIS AGREEMENT. BY USING VIVIDSEATS.COM OR THE MOBILE APPLICATION FOR VIVID SEATS, LLC (“VIVID SEATS,” “WE,” “US,” OR “OUR”), OR BY SELLING ANY PRODUCT OR SERVICE ON OR THROUGH VIVID SEATS, OR BY INDICATING YOUR ASSENT TO THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”), YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND AGREE TO COMPLY WITH THEM. DO NOT ACCESS OR USE VIVID SEATS’ SERVICES OR SELL ANY PRODUCT ON OR THROUGH VIVID SEATS IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS.

THESE TERMS AND CONDITIONS CONTAIN A CLASS WAIVER AS WELL AS A MANDATORY ARBITRATION AND DISPUTE RESOLUTION PROVISION THAT MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE. SPECIFICALLY, PLEASE REFER TO THE PROVISIONS REGARDING ARBITRATION BELOW, WHICH REQUIRE YOU AND VIVID SEATS TO RESOLVE DISPUTES (WITH CERTAIN EXCEPTIONS) BY BINDING AND EXCLUSIVE ARBITRATION ON AN INDIVIDUAL BASIS INSTEAD OF IN COURT OR BEFORE A JURY, OR IN A CLASS ACTION OF ANY KIND. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND THAT YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY IN ANY FORUM, AS DESCRIBED IN MORE DETAIL BELOW. YOU HAVE A RIGHT TO OPT OUT OF ARBITRATION AND/OR THE CLASS ACTION, CLASS ARBITRATION, AND COLLECTIVE RELIEF WAIVER, AS EXPLAINED BELOW.

Introduction: How This Agreement Works

This version of the Seller Terms and Conditions applies to ticket sellers located in the United States, Canada and anywhere else in the world other than the United Kingdom.

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.

If you access or use Vividseats.com or our mobile application or sell through Vivid Seats on behalf of a company, principal, or other entity, you represent that you have authority to bind such entity and its affiliates to these Terms and Conditions and that the Terms and Conditions are fully binding on them. In such case, the term “you” as used in these Terms and Conditions, will refer to such entity and its affiliates. If you do not have authority, you may not access or use Vividseats.com or our mobile application or sell through Vivid Seats. Be advised that these Terms and Conditions contain disclaimers of warranties and limitations on liability that may be applicable to you.

Vivid Seats reserves the right, in its sole discretion, to change these Terms and Conditions at any time and will post such changes here. All changes shall automatically replace prior terms and conditions and become binding on all Sellers. Maintaining your status as a Seller following any such change constitutes acceptance of the revised Terms and Conditions.

Registering as a Seller

To become a Seller, you must create a password protected account that must remain current at all times 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 tickets for sale on the Vivid Seats Marketplace!

Listing Tickets

By listing your ticket(s), you represent and warrant that each ticket is:

• Valid and authentic, and currently owned by you.
• In your possession, or available to you at a known date.
• Available for sale and has not been sold on another marketplace.
• Not in the name of a student or a person under 18 years of age.
• Usable by the general public and not restricted to students, children, the disabled, people of certain nationality, citizenship, gender or team preference.
• A ticket and not a hotel room, travel package, artist "meet and greet" experience, or any non-ticketed events unless authorized by Vivid Seats.

Follow these four (4) steps to list your valid and authentic tickets on the Vivid Seats Marketplace.

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 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. 
2. 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. 
3. 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 Seat Saver^SM Program, you may not list or sell tickets before you own them. This is called speculative selling and it is not permitted. 
4. Designate Ticket Delivery: You must designate a delivery date and method, which may include instant download, email, or shipping (UPS).

• 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, possession, and delivery – 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 our marketplace. Vivid Seats will authorize your credit card each time you confirm your listing in response to our request.

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 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, and in the case of instant download tickets 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 a Seller's confirmation.

If your tickets have already sold on another marketplace when an order request is received, 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 solely by Vivid Seats, 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.

Delivering Tickets

A 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. A Seller must deliver tickets per the following schedule and may not change the specified delivery date after an order is placed.

• 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.
• 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.

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 the Seller to the penalties described below.

Delivering Incorrect Tickets: If a Seller uploads or delivers incorrect tickets, the Seller must upload or deliver the correct tickets immediately upon knowledge of the error. The Seller may not wait for the return of the incorrect tickets prior to delivering the correct tickets. If UPS is the delivery method, the 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.

Limited Use of Buyer Information: Seller may learn of 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 product and for no other purpose, including contacting the buyer directly. 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.

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.

Postponements, Cancellations, and Restricted Events

• 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 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 the seller as described below. 
• 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 assumes no liability and makes no guarantee that such tickets will be returned. 
• Restricted Events: Some events are restricted by Vivid Seats to Large Resellers, in its sole discretion. If a Seller that is not a Large Reseller attempts to sell tickets to a "restricted event", 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.

Large Resellers

Vivid Seats, in its sole discretion, may designate certain approved Sellers as "Large Resellers". If approved as a Large Reseller, some of the Terms and Conditions contained herein may be waived and other additional requirements may be imposed. Unless otherwise stated in a particular Large Resellers' agreement, all terms, conditions, rules, and procedures set forth herein apply to a Large Reseller.

Seat Saver^SM Program

Vivid Seats, in its sole discretion, may designate certain approved Sellers as authorized participants in its Seat Saver^SM Program ("Seat Saver^SM Sellers"). If approved as a Seat Saver^SM Seller, you will be required to enter into our Seat Saver^SM Agreement and some of the Terms and Conditions contained herein may be waived and other additional requirements may be imposed through that agreement. Unless otherwise stated in the Seat Saver^SM Agreement, all terms, conditions, rules, and procedures set forth herein apply to each Seat Saver^SM Seller.

Prohibited Conduct

• 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.

Violation of Terms and Conditions, Penalties, and Recoveries

Vivid Seats is committed to a safe and secure customer experience where every buyer receives the exact, valid and authentic ticket in time to attend an event. Vivid Seats requires Sellers to also hold true to that same commitment and may investigate and/or impose penalties on a 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 a 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 not exhaustive of the potential violations of the Terms and Conditions:
• Failure to timely confirm an order.
• Rejection of an order.
• Failure to provide proof of sale.
• Failure to immediately remove tickets from the Vivid Seats Marketplace when they have previously sold on another marketplace.
• Attempts to change price post-sale.
• Failure to accurately include an exact seat location or other ticket attributes.
• Failure to deliver tickets to a buyer.
• Failure to deliver the exact ticket posted for sale.
• Delivery of an invalid, counterfeit or fraudulent ticket.
• Attempts to change delivery method.
• Improper use of buyer information.
• Failure to have possession of a ticket.
• Failure to prove purchase or ownership of a particular ticket.
• Unapproved speculative selling.
• Attempts to sell non-ticketed items such as hotel lodging or customer packages.
• Failure to timely deliver a ticket.
• Failure to return funds advanced to Seller if an event is cancelled by the venue, artist, or primary box office, or if it is deemed cancelled by Vivid Seats.
• Failure to send corrected tickets upon knowledge that incorrect tickets were delivered.
• Failure to cooperate with Vivid Seats in any way.
• Failure to treat buyers and Vivid Seats employees in a professional manner.
• Suspected illegal, unlawful or fraudulent activity.
• 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 hours prior to listed event time and continued access until at least two 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. 
2. 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, the Seller will be deemed in violation of these Terms and Conditions and subject to the penalties described below. 
3. 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, the 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 at that event that is required by the venue for entry, and if the venue subsequently refunds the order to the 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. 
4. Penalties: Vivid Seats is not required to investigate prior to taking action to ensure that a buyer receives the exact, valid and authentic ticket purchased, in time to attend an event. Vivid Seats has the right to remove any or all listings and/or cancel any or all confirmed order 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 customer, 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. 
5. Recovery of Amounts Due and Liquidated Damages: Upon the imposition of a limit or restriction on a Seller's listings or the cancellation of a confirmed order, Vivid Seats may be owed money from the Seller. In order to ensure payment for expenses incurred as a result of a Seller's violation of the 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 a 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, or combination of actions, to recover funds expended in connection with an effort to resolve a customer 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 a 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. 
6. 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. 
7. Joint and Several Liability: Notwithstanding Vivid Seats' exercise of any of the above remedies, a Seller's liability for breach of this Agreement 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.

What a Registered Seller 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, including but not limited to, those related to reselling tickets and Section 25.24 of the amended New York Arts and Cultural Affairs Law and other similar laws; (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 Seller or buyer 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.

Additional Terms and Conditions

1. Use of Seller Information: A Seller's information will only be used as described in Vivid Seats' Privacy Policy and these Terms and Conditions. Each Seller 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 Seller accounts. Vivid Seats is in no way responsible for maintaining the security of email addresses, passwords or any information pertaining to a Seller's PayPal accounts. Sellers are strongly encouraged not to share this information with anyone else. 
2. Collection of Taxes:  Seller expressly understands and agrees that Seller is responsible for the calculation, collection and/or remittance of any taxes in connection with a sale (international, federal, state, or municipal) 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. 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. 
3. 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. 
4. 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. 
5. 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 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. 
6. Indemnification: Seller agrees to indemnify, defend and hold Vivid Seats, its parents, affiliates, investors, licensors, suppliers, advertisers and sponsors, and their respective employees, officers, 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. 
7. Representations and Warranties: You represent and warrant to Vivid Sears that: (a) You have the legal right and authority to enter into the Terms and Conditions; (b) the Terms and Conditions form a binding legal obligation on Your behalf; and (c) You have the legal right and authority to perform Your obligations under the Terms and Conditions.
8. NO ADDITIONAL WARRANTIES: THE SITE, THE MATERIALS ON THE SITE AND ANY TICKET OR SERVICE OBTAINED ON OR THROUGH THE SITE ARE 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 ON OR 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. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE OR VIVID SEATS’ MOBILE APPLICATION, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

• 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.’

APPLICABLE LAW IN SOME JURISDICTIONS, SUCH AS THE STATE OF NEW JERSEY, DOES NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION, SO SOME OR ALL OF THIS PROVISION MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 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 AS FOR ANY MULTIPLIER ON OR INCREASE TO DAMAGES OR FOR ANY COSTS OR FEES (INCLUDING ATTORNEYS’ FEES), HOWEVER CAUSED, UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY, COMMON LAW, EQUITABLE, OR OTHER THEORY (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE OR LOST PROFITS, LOSS OF OTHER INTANGIBLES, OR LOSS OR SECURITY OF SUBMISSIONS) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE MATERIALS ON THE SITE OR ANY TICKET OR SERVICE OBTAINED FROM, ON, OR 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. YOU AGREE THAT VIVID SEATS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY OTHER LIMITATION OF LIABILITY IN THIS SECTION IS NOT PERMITTED, VIVID SEATS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• THE MAXIMUM CUMULATIVE 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) $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.
10. 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 Terms and Conditions of this agreement reflect such allocation of risk. 
11. 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 the Agreement.

Arbitration and Dispute Resolution:

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS.

You and Vivid Seats each agree that, except as provided in the “Exceptions” provision below, any and all disputes, controversies, disagreements, or claims arising in any way out of or relating in any way to: (i) these Terms and Conditions; (ii) your use of, or access to, the site (i.e., Vividseats.com); (iii) Vivid Seats’ services; (iv) any tickets or other items sold or purchased on or through the site; or (iv) any marketing, advertising, statements, communications, 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 on or through the site shall be fully, finally, and exclusively resolved through final and binding individual arbitration rather than in court.  Binding arbitration means that an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve such disputes. Consequently, you should read the entirety of this section carefully as it may significantly affect your legal rights.

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.

Our past, present, and future affiliates and agents, as well as any of our successors and assigns, can invoke Vivid Seats’ rights under this agreement in the event they become involved in a dispute.

This arbitration agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this arbitration agreement or any prior agreement as well as claims that may arise after the termination of this arbitration agreement, consistent with the “Opting Out” provision set forth herein.

Except as expressly set forth herein, if any provision of this arbitration agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

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 consistent with the jurisdictional and dollar limits that may apply, as long as they are brought and maintained as an individual dispute and not as a class, representative, or consolidated proceeding or action; 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, Class Arbitration, and Collective Relief 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, Class Arbitration, and Collective Relief Waiver” provision set forth below.

Delegation: This agreement to arbitrate covers and includes threshold questions of arbitrability. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any and all disputes 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, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.  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. Notwithstanding the foregoing, however, the parties agree that any issue concerning the validity of the Class Action, Class Arbitration, and Collective Relief Waiver and the batch arbitration provisions below must be decided by a court, and further agree that an arbitrator does not have authority to consider the validity of the Class Action, Class Arbitration, and Collective Relief Waiver and the batch arbitration provisions. Both you and Vivid Seats understand and agree that we are waiving our right to sue or go to court to assert or defend our rights, except as expressly set forth herein. The arbitrator has the right to impose sanctions in accordance with the arbitrator provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith.

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, Class Arbitration, and Collective Relief 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, Class Arbitration, and Collective Relief Waiver shall be governed by Illinois law, subject to conflict of law principles.   

Informal Initial Dispute Mechanism: The parties shall use their best efforts first to settle informally any dispute, claim, question, or disagreement, and to engage in good-faith negotiations, before initiating arbitration or other legal proceedings, as applicable. Both you and we agree that this informal dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. Failure to engage in this process could result in the award of fees against you. 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 East Washington Street, Floor 9, Chicago, IL 60602. The written description must address only your individual dispute (and not that of any other person or class of persons) and must provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. For any dispute that Vivid Seats initiates, we will send our written description of the dispute to the email address associated with your use of Vividseats.com 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 or other legal proceeding, as permitted by this “Arbitration and Dispute Resolution” provision. Neither party may initiate an arbitration or other legal proceeding, as applicable, during this 30-day period.

A good-faith engagement in informal dispute resolution shall be and is a prerequisite and condition precedent to either party initiating an arbitration or a lawsuit, as applicable. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process. If the party initiating litigation or arbitration, as applicable, does not satisfy any aspect of the requirements in this “Informal Initial Dispute Mechanism” section, a court can enjoin the filing or prosecution of the dispute in litigation or arbitration, as applicable. In addition, unless prohibited by applicable law, the arbitration provider cannot accept or administer the arbitration, nor assess any fees for such arbitration, if the party initiating arbitration does not satisfy any aspect of the requirements in this “Informal Initial Dispute Mechanism” section; if such arbitration already is pending, it must be dismissed.

Initiating Arbitration Proceedings; Rules, Venue, and Jurisdiction: After the parties have engaged in a good-faith effort to resolve their dispute(s) in accordance with the “Informal Initial Dispute Mechanism” section, and only if those efforts fail or if it is otherwise impossible for the parties to engage in the Informal Initial Dispute Mechanism process, then either party may initiate arbitration as set forth herein. If you decide to initiate arbitration, a copy of the arbitration must be sent to Vivid Seats, LLC, Attention: Legal Department, 24 E. Washington St., Floor 9, Chicago, IL 60602. If Vivid Seats is initiating arbitration, it will serve a copy of the demand to the email address associated with your use of Vividseats.com.

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 and Consumer Mass Arbitration Supplementary Rules shall apply, the arbitration will be administered in accordance with the AAA’s Commercial Arbitration Rules, as modified by this agreement to arbitrate. In the case of face-to-face proceedings, the proceedings should be conducted at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination should be made by an Independent ADR Institution or by a Neutral pursuant to the Consumer Due Process Protocol (available at https://www.adr.org/consumer). The AAA’s rules are available at www.adr.org/rules. 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 East Washington Street, Floor 9,  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. The class action waiver set forth below shall still apply to the fullest extent permitted by law.

Arbitration Demand: Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this arbitration agreement and to these Terms and Conditions. The arbitrator and/or AAA may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), including for any claim filed on behalf of a claimant who is not a party to this arbitration agreement or to these Terms and Conditions.

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 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 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.

Dispositive Motions: Subject to the applicable AAA rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

Batching: To increase the efficiency of administration and resolution of arbitrations, in the event 25 or more claimants submit similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief), the parties are represented by the same or coordinated counsel, and the demands are submitted to AAA (or another arbitration provider selected in accordance with the arbitration agreement if AAA is unavailable) against Vivid Seats (“Mass Filing”), the parties agree (A) to administer the Mass Filing in batches of 25 demands per batch (to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (B) to designate one merits arbitrator for each batch; (C) to accept applicable fees, including any related fee reduction determined by AAA (or another arbitration provider selected in accordance with this arbitration agreement if AAA is unavailable) in its discretion; (D) that arbitration awards in one batch shall have no precedential effect on subsequently administered batches; and (E) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Vivid Seats and the claimants, shall only be due after the demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Selection of a merits arbitrator for each batch shall be conducted to the greatest extent possible in accordance with the applicable AAA rules and procedures for such selection, and the merits arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with Vivid Seats and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient and fair resolution of claims, including the payment of combined reduced fees, set by AAA in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by the AAA.  Notwithstanding the foregoing, any challenge by a party to the applicability, validity, or enforceability of this “Batching” provision shall be decided only by a court of competent jurisdiction and not by an arbitrator.

In the event that this “Batching” provision is found to be invalid or unenforceable, or in the event that AAA (or another arbitration provider selected in accordance with this arbitration agreement if AAA is unavailable) declines to implement this “Batching” provision for any reason, the entire arbitration agreement shall be of no force and effect when there are 25 or more individual arbitration demands relating to the same or similar facts and asserting the same or similar claims for relief, brought by claimants represented by the same counsel or counsel coordinating with one another. The Class Action, Class Arbitration, and Collective Relief Waiver, however, will still apply to the extent permitted by law.

This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of AAA’s Consumer Mass Arbitration Supplementary Rules or authorizing class arbitration of any kind.

Arbitration Fees and Costs; Attorneys’ Fees and Expenses: Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, we will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). 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. In determining whether an action is frivolous, the arbitrator may consider whether we have offered you a full refund of the sum you paid for items you purchased or have otherwise offered full relief to you in relation to your individual claim. 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.

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, Class Arbitration, and Collective Relief Waiver, you must notify Vivid Seats in writing within thirty (30) days of the date that you first access or use the site, our mobile application, purchase through our customer call center, or purchase any product from, on, or through Vivid Seats; otherwise you shall be bound to arbitrate disputes on an individual basis in accordance with the terms of this arbitration agreement.  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 East Washington Street, Floor 9,  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. If you opt out of only the arbitration provisions, and not also the Class Action, Class Arbitration, and Collective Action Waiver, the Class Action, Class Arbitration, and Collective Action Waiver still applies. You may not opt out of only the Class Action, Class Arbitration, and Collective Action Waiver and not also the arbitration provisions; accordingly, if you opt out of the Class Action, Class Arbitration, and Collective Action Waiver, you may not bring your claim in arbitration and may bring it only in court. If you opt out of the arbitration provisions, Vivid Seats also will not be bound by them.

Vivid Seats will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Terms and Conditions pursuant to the requirements set forth in that version. If you do not timely opt out of this arbitration agreement, such action shall constitute mutual acceptance of the terms of these arbitration and Class Action, Class Arbitration, and Collective Action Waiver provisions by you and Vivid Seats. If you agreed to previous and/or other arbitration agreement(s) with Vivid Seats and opt out of this arbitration agreement, you remain bound by those prior and/or other arbitration agreement(s) and must arbitrate any and all claims or disputes covered by those prior and/or other arbitration agreement(s), regardless of whether those claims or disputes arise after the date you execute this agreement.

Waiver of Rights Including Jury Trial: The parties understand that ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND VIVID SEATS ARE EACH WAIVINGHE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Class Action, Class Arbitration, and Collective Relief 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, and the “Batching” provision above shall also remain in effect where applicable.

IF THIS CLASS ACTION, CLASS ARBITRATION, AND COLLECTIVE RELIEF WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF SHALL ONLY PROCEED IN COURT AS PROVIDED HEREIN, BUT SHALL BE SEVERED AND STAYED PENDING INDIVIDUAL ARBITRATION OF ANY REMAINING CLAIMS. IF THIS CLASS ACTION, CLASS ARBITRATION, AND COLLECTIVE RELIEF WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE AS TO AN ENTIRE DISPUTE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH DISPUTE SO LONG AS THE DISPUTE IS PERMITTED TO PROCEED AS A CLASS ACTION. 

If there is a final judicial determination that applicable law precludes enforcement of the limitations of this Class Action, Class Arbitration, and Collective Relief Waiver as to a particular claim or remedy, then that claim, or remedy (and only that claim or remedy) must be severed from the arbitration and may be brought in court and not in arbitration. The parties agree, however, that any adjudication of claims or remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

This provision does not prevent you or Vivid Seats from participating in a class-wide settlement of claims.

No Class or Consolidated Arbitration Absent Written Consent: Unless Vivid Seats otherwise consents in writing, Vivid Seats does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances.  For the avoidance of doubt, however,  the “Batching” provision herein shall still apply.

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, testimony, and the arbitration award—will be confidential and will not be disclosed to any third party, except to the arbitrator and their staff, the parties’ attorneys and their staff, and any expert retained by the parties, or as necessary to obtain court confirmation of the arbitration award or as otherwise required by law.

Arbitration Award: The arbitrator will render an award within the time frame specified in the applicable AAA rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this arbitration agreement, and subject to the “Exceptions” provision above. The parties agree that the damages and/or other relief must be consistent with the “Class Action, Class Arbitration, and Collective Relief” provision above, and also must be consistent with the terms of the “Limitation of Liability” section of these Terms and Conditions as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. If the procedures set forth in the “Batching” provision apply, then arbitration awards in one batch shall have no precedential effect on subsequently administered batches. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration and awarded by the arbitrator.

Modification of Terms and Conditions

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.

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, automatically replace the existing terms and conditions, become effective immediately, and become binding on all users of the site to the extent permitted by applicable law. Your continued use of the site following Vivid Seats' posting of revised terms and conditions constitutes your acceptance of the revised agreement to the extent permitted by applicable law.

If you reject any such changes by opting out of the revised arbitration agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law with respect to claims concerning or arising under the revised arbitration agreement. If you agreed to this arbitration agreement or a previous arbitration agreement with Vivid Seats and opt out of the revised arbitration agreement, you remain bound by this arbitration agreement and/or any prior arbitration agreement to which you did not opt out and must arbitrate any and all claims or disputes covered by this arbitration agreement and/or any such prior arbitration agreement, regardless of whether those claims or disputes arise after the date of the revised arbitration agreement. If Vivid Seats changes the terms of the arbitration sections after the date you first accepted the Terms and Conditions (or accepted any subsequent changes to the Terms and Conditions), you agree that your continued use of the site or Vivid Seats’ mobile application, or your continued purchases through our customer call center or of any product from or through Vivid Seats, after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described herein.

Miscellaneous Provisions:

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.

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

These Terms and Conditions, the use of the vividseats.com and our mobile application, and any purchases of tickets hereunder will be governed by the laws of the State of Illinois, subject to conflict of law principles.

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.

All waivers by Vivid Seats under these Terms and Conditions must be in writing or later acknowledged by Vivid Seats in writing. Any waiver or failure by Vivid Seats to enforce any provision of these Terms and Conditions on one occasion will not be deemed a waiver by Vivid Seats of any other provision or of such provision on any other occasion.

If any provision of these Terms and Conditions is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, that provision will be ineffective to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the applicable law, and the remaining provisions in this agreement will remain in full force (except as discussed above with respect to the “Class Action, Class Arbitration, and Collective Relief Waiver” and "Batching” provisions).

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 (except as discussed above with respect to the “Class Action, Class Arbitration, and Collective Relief Waiver” and “Batching” provisions). 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.

Without limitation, you agree that a printed version of these Terms and Conditions and of any notice given in electronic or other written form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Vivid Seats will not be responsible for failures to fulfill any obligations due to causes beyond its control.