Ticket Utils’s Terms of Use

Last Updated: December 14, 2016

By accessing or using the Ticket Utils websites (the “Site”), services, mobile applications, tools, products, and associated services (collectively, the “Services”), you agree to be bound by this Terms of Use (the “Terms”). If you are using the Service as an employee, contractor, or agent of a corporation, partnership or similar entity, then you are authorized to sign for and bind the entity. The Ticket Utils’ Privacy Policy and any other policies applicable to the Service are incorporated by reference into the Terms. These Terms are between you and StubHub, Inc., located at 199 Fremont Street, San Francisco, CA 94115. We may periodically make changes to these Terms (indicated by the date above), which will be posted on the Site and become effective fifteen (15) days following posting for current users, or immediately for new users. Your continued use of the Service indicates your acceptance of such updated Terms.

Using the Service.
In order to use the Service, you must create an account. You are responsible for the confidentiality and use of your username and password and you agree to take all reasonable precautions to prevent unauthorized access to your password. If you believe that your password has been stolen or compromised, let us know immediately. WE WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION, DESTRUCTION OR LOSS OF ANY OF YOUR DATA OR CONTENT. You are responsible for all activities and charges (including any applicable taxes) that are conducted through your account (including, without limitation, any charges owed to Third Party Platforms (defined below) relating to your inventory). Subject to these Terms, we grant you a non-exclusive, non-sublicensable, and non-transferable license to use, execute, publicly perform and display the Service in accordance with the Terms and any other documentation provided. All right, title and interest in the StubHub intellectual property and StubHub Confidential Information, including any improvements, modifications or enhancements to the Service, whether initiated by StubHub or by request of a customer will at all times remain with StubHub or any third party from whom StubHub has licensed software or technology.
Third Party Platforms.
The Service, among other things, provides you with a point-of-sale system to list, sell, manage and distribute inventory across multiple ticket marketplaces (“Third Party Platforms”). In order to use the Service to integrate with your accounts on any Third-Party Platform, you must enter your log-in credentials.
Accessing your accounts on a Third Party Platform is subject to the Third Party Platform’s terms of service, API terms, privacy policy and any other terms you may have agreed to with the Third Party Platforms (collectively, “Third Party Platform Terms”). You acknowledge that you are solely responsible for paying any charges (including, without limitation, accidental purchases, double sales (i.e. selling the same ticket on two marketplaces simultaneously), pricing error or other similar listing mistakes) and complying with any other obligations imposed on you by the applicable Third Party Platform and you release StubHub from any claims or liability arising from your violation of any Third Party Platform Terms. Please review your Third Party Platform Terms carefully before using the Service.
Privacy.
All uses of personal information is subject to the Ticket Utils’ Privacy Policy .
Service Availability.
We reserve the right to discontinue, temporarily or permanently, any or all of our services to anyone at any time, with or without notice. We shall not be liable to you or any third-party for any termination of your access to any of our services. We perform regularly scheduled maintenance. While we do our best to avoid customer impact, the Site or our Services may be temporarily unavailable during maintenance periods.
Your Conduct.
If we believe you are abusing StubHub in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), reduce or eliminate any discounts (relating either to the Service or to the StubHub ticket marketplace), and take technical and/or legal steps to prevent you from using our Services.
Your Content
When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all intellectual property rights you have in that content in connection with our provision, expansion, and promotion of the Service, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against StubHub, our assignees, our sublicensees, and their assignees your intellectual property rights in that content in connection with our, those assignees' , and those sublicensees' use of that content. We take no responsibility and assume no liability for any content provided by you or any third party.
We may offer catalog content including, for example, images, that are provided by third parties. You may use catalog content solely in your retail website. The permission to use catalog content is subject to modification or revocation at any time at our sole discretion.
While we try to offer reliable data, we cannot promise that the content provided through the Services will always be available, accurate, complete, and up-to-date. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings included within the content provided and not to create any derivative works based on catalog content (other than by including them on your website).
Your Representations
You represent and warrant that you have the right to post or otherwise use any content via the Service and that such content is accurate, current, complete and does not violate, misappropriate or infringe on the rights of any third party including intellectual property rights, privacy rights or publicity rights; that you will comply with all applicable laws, statutes, ordinances or regulations relating to your use of the Services and any Third Party Platform Terms; that you are solely responsible for the submission and payment of any applicable federal, state, and/or local taxes in connection with you ticket sales; that you can lawfully enter into contracts and, if applicable, you are authorized to enter into contracts on behalf of the corporation, partnership or other legal entity that will be using the Services.
Protecting Intellectual Property Rights.
StubHub respects intellectual property rights. If you have a good faith belief that your copyright, trademark or other intellectual property is being infringed, complete a Notice of Claimed Infringement (“Notice”) to StubHub’s Designated Agent by mail to StubHub’s Designated Agent, StubHub, Inc., 583 West eBay Way, Draper, Utah 84020; by email to copyright@StubHub.com; by phone at 1.866.322.9106; or by fax to 1.801.757.9521. StubHub will terminate the account of repeated infringers when appropriate. The Notice must contain the following information: (a) the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification or description of the copyrighted work or other intellectual property you claim has been infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the right at issue (for example, trademark or patent); (c) identification or description of where the material that you claim is infringing is located on StubHub, with enough detail that we may find it on the Site including, whenever possible, the URL; (d) brief description of how the challenged content infringes the owner’s intellectual property rights; (e) your address, telephone number, and email address; (f) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; and (g) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner’s behalf.
If you have a good faith belief that your content was mistakenly removed, complete a DMCA Counter Notice (“Counter Notice”). If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Designated Agent at the address(es) listed above: (a) our physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification; and (d) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. StubHub may send a copy of the Counter Notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the Counter Notice, at StubHub's sole discretion.
Warranty Disclaimer.
YOU UNDERSTAND AND AGREE THAT YOU ARE MAKING USE OF THE SITE AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER STUBHUB NOR ITS SUPPLIERS MAKES ANY WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH REGARDS TO ITS SOFTWARE, SERVICES AND CONTENT. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OR CONTRACT BETWEEN YOU AND STUBHUB, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT
Limitation of Remedies and Damages.
1. 8.1- STUBHUB SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIRD PARTY PLATFORM FUNCTIONALITY, AVAILABILITY OR UPTIME, YOUR COMPLIANCE WITH THIRD PARTY PLATFORM TERMS OR ANY ISSUES REGARDING TICKETS (INCLUDING, BUT NOT LIMITED, TO TICKET VALIDITY, PRICING, LISTING OR ERRORS).
2. 8.2- NEITHER YOU NOR STUBHUB (INCLUDING STUBHUB’S SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS SECTION 8.2 SHALL NOT APPLY TO YOU WITH RESPECT TO ANY CLAIM ARISING UNDER THE SECTIONS TITLED “USING THE SERVICE” OR “CONFIDENTIAL INFORMATION”.
3. 8.3- NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, STUBHUB AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).
4. 8.4- The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Indemnification.
You agree to indemnify and hold harmless StubHub, its parents, subsidiaries, affiliated companies, and our and their respective, officers, directors, agents, joint venturers, employees, legal representatives, and suppliers against any and all claims, causes of actions, demands, lawsuits,, costs and expenses (including reasonable attorneys’ fees) by any person or entity arising from your breach of these Terms, your misuse or attempted misuse of the Service and your violation of any applicable law or the rights of a third party.
Export Law
The Service and any related documentation may not be exported or re-exported in violation of the U.S. Export Administration Act and its implementing regulations or any other applicable laws.
Confidential Information.
Any software, documentation or technical information provided by StubHub (or its agents) shall be deemed “StubHub Confidential Information” without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any StubHub Confidential Information. You acknowledge that disclosure of StubHub Confidential Information would cause substantial harm to StubHub that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you, StubHub shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
Term and Termination.
These Terms of Use are effective as of the Effective Date and expires when terminated in accordance with this section. Either party may terminate these Terms of Use immediately upon written notice to the other party. The exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Use, by law, or otherwise. Sections 1, 5, 7-9, 11-13 shall survive any termination or expiration of these Terms of Use.
General.
1. 13.1Assignment - StubHub may assign these Terms to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of StubHub’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without StubHub’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
2. 13.2Severability - If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms of Use shall otherwise remain in effect.
3. 13.3Governing Law; Jurisdiction and Venue - This Agreement shall be governed by the laws of The State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts.
4. 13.4Attorneys’ Fees and Costs - The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys’ fees and costs in connection with such action.
5. 13.5Notices - You consent to receive notice by email to the address provided at registration.
6. 13.6Amendments; Waivers - No supplement, modification, or amendment of these Terms shall be binding, unless executed in writing by a duly authorized representative of each party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
7. 13.7Entire Agreement - These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms.
8. 13.8Independent Contractors - No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms.
9. 13.9Force Majeure - Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of these Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.