Supplemental Terms for Marketplace Buyers

Last Updated:  May 5, 2025

 

Introductory Matters

Victory Live, Inc. (“Company”) owns and operates an online B2B ticket exchange ( “CORE”) that enables professional ticket sellers to buy tickets from other professional ticket sellers.

These Supplemental Terms for Marketplace Buyers (these “Marketplace Buyer Terms”) govern your use of CORE as a ticket buyer. You are sometimes hereinafter referred to in these Marketplace Buyer Terms as “Client.”

These Marketplace Buyer Terms are subject to Company’s User Agreement which is incorporated herein by reference. Capitalized terms used in these Marketplace Buyer Terms but not defined herein will have the meaning set forth in the User Agreement. In the event of any inconsistency between these Marketplace Buyer Terms and the User Agreement, these Marketplace Buyer Terms will control.

If you entered into a prior agreement with Company or its predecessors-in-interest relating to CORE, then these Marketplace Buyer Terms supersede and replace that prior agreement in its entirety.

Company reserves the right to modify these Marketplace Buyer Terms at any time, in its discretion. In such event, Company will post an updated version of these Marketplace Buyer Terms here, which will automatically replace any previous versions and become effective immediately for all users of CORE and related services. Your continued use of CORE and/or related services following the posting of any such updated Marketplace Buyer Terms will constitute your acceptance of the revised Marketplace Buyer Terms, to the extent permitted by applicable law.

These Marketplace Buyer Terms include Company’s Fedex Shipping Program (annexed hereto as Attachment 1) which applies when Client purchases hard stock tickets via CORE.

PLEASE READ THESE MARKETPLACE BUYER TERMS CAREFULLY.

THESE MARKETPLACE BUYER TERMS ARE SUBJECT TO THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER SET FORTH IN SECTION 16 OF THE USER AGREEMENT.

BY USING THE MARKETPLACE OR OTHERWISE INDICATING YOUR ASSENT TO THESE MARKETPLACE BUYER TERMS, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE MARKETPLACE BUYER TERMS.  IF YOU DO NOT AGREE TO THE MARKETPLACE BUYER TERMS, THEN DO NOT USE THE MARKETPLACE.

 

Standard Terms and Conditions 

1. CORE and Related Services.

1. Access to CORE. During the Term, Company will provide Client with access to CORE, through which Client will have the ability to browse and purchase event tickets listed for sale on CORE (“Tickets”).  CORE includes functionality that allows participating clients to search and filter Tickets in various ways including city, date, venue, and performer. Company will use commercially reasonable efforts to make CORE available 24 hours a day, 7 days a week; provided that Client acknowledges that there may be occasions when CORE is not accessible, in which case Company will use commercially reasonable efforts to restore access to CORE as soon as reasonably feasible.
2. Security; Responsibility. Company will provide Client with a single user account (with login credentials) on CORE (the “Client Portal”). Client shall be responsible for controlling access to the Client Portal and maintaining security of Client’s login credentials. Furthermore, Client will at all times be primarily liable for all Ticket purchases made through the Client Portal.
3. Delivery of Tickets For each confirmed order for Tickets placed by Client through CORE, Company will arrange for the delivery of such Tickets directly to Client in the format made available by the ticket seller (e.g., static barcode, rotating barcode, QR code, PDF, physical). .
4. Customer Service. Company will provide support and assistance to Client in connection with Client’s orders for Tickets.  Customer service is available from 9:30 a.m. until 10:00 p.m. Eastern Time, Monday through Sunday, via phone or email. (Phone: 972-468-9750 Ext. 5; Email: ordersupport@victorylive.com).
5. Technical Support. Company will maintain a help desk to address Client’s technical questions or problems regarding CORE.  The help desk is available from 9:00 a.m. until 6:00 p.m. Eastern Time, Monday through Saturday via phone or e-mail.  (Phone: 972-468-9750 Ext. 2; Email: support@victorylive.com).

 

2. Term and Termination.

1. Term. As used herein, the “Term” means the period of time commencing on the date Client first uses CORE and continuing until (i) Client permanently ceases to use CORE or (ii) Company terminates Client’s access and use CORE in accordance with these Marketplace Buyer Terms.
2. Termination by Company. Company may terminate Client’s license to use CORE at any time, with or without cause, and with or without notice.
3. Effect of Termination. Upon termination, Client’s access to CORE shall immediately cease.  Client shall be responsible for any amounts due and owing hereunder as of the effective date of such termination.  Company shall fulfill any and all orders for Tickets placed by Client prior to the effective date of termination.  In addition, all provisions of these Marketplace Buyer Terms that by their nature are intended to survive, together with all outstanding payment amounts, will survive any such

 

3. Monthly Fee / Purchase Price / Delivery Charges / Taxes.

1. Monthly Fee.   However, Company reserves the right to charge a monthly fee (the “”Monthly Fee”) for access to CORE (and to implement periodic increases to such Monthly Fee), upon notice to Client; and in such event, that Monthly Fee will apply on a prospective basis.
2. Purchase Price. The purchase price of each Ticket purchased by Client through CORE (the “Purchase Price”) shall be the price of such Ticket as listed on CORE.  All Tickets purchased by Client are final, non-refundable and non-cancellable once confirmed by the selling party.
3. Delivery Charges for Hard Stock Tickets. In any instance where the Tickets purchased by Client are hard stock Tickets, Client will reimburse Company for the shipping charges (based on Client’s “ship to” address and Company’s then-current shipping rates) to deliver such hard stock Tickets to Client.
4. Taxes. If required pursuant to applicable law, Company will collect and remit any and all sales and/or use excise taxes (“Taxes”) due in connection with the sale of Tickets through CORE.

 

4. EvoPay Account and Other Payment Methods.

1. Client EvoPay Account. Promptly following commencement of the Initial Period, Client will establish an EvoPay Account with Company (“Client’s EvoPay Account”), in good standing, and in accordance with Company’s policies and procedures. During the initial three (3) month period starting on the Signature Date, Client shall maintain a balance in its EvoPay Account that exceeds the level of expected daily Ticket purchases projected by Client and Company.  After such three (3) month period and for the duration of the Term, Client will maintain a balance in its EvoPay Account that is not less than 110% of its rolling three (3) month daily average of Ticket purchases (as determined by Company).  Company will send alerts via email to Client if its EvoPay Account balance is below this threshold.  For avoidance of doubt, no Ticket orders will be processed if Client’s EvoPay Account balance is insufficient.
2. Linked Bank Account. In addition, at all times during the Term, Client will be required to maintain a valid bank account in the United States that is linked to Client’s EvoPay Account (the “Linked Client Bank Account”), in good standing, and in accordance with Company’s policies and procedures.
3. Client Credit Card. At all times during the Term, Client will maintain a valid credit card (each, a “Client Credit Card”) on file with Company.
4. Without limiting the foregoing, Client agrees that, in any instance when Client is obligated to reimburse or otherwise make payment to Company under these Marketplace Buyer Terms, Company will have the right to debit the amounts owed to Company from Client’s EvoPay Account and/or the Linked Bank Account and/or to charge the Client Credit Card.

 

5. Payments to Company.

1. Monthly Fee. The Monthly Fee (if any) shall be paid to Company via a Client Credit Card on a monthly basis, on or about the first business day of the applicable month during the Term.  Client’s obligation to pay the Monthly Fee (if any) will commence on the first day of the first full calendar month during the Term following the date of Company’s notice that it intends to charge a Monthly Fee.
2. Ticket Purchases. For all Tickets purchased through the Client Portal, Client will pay Company an amount equal to the Purchase Price for those Tickets.  For each Ticket order, Client will have the option to pay for the Tickets at the time of purchase either (i) with a Client Credit Card or (ii) via Client’s EvoPay Account.
3. Delivery Charges. For any Delivery Charges applicable hereunder, Company will invoice and charge a Client Credit Card on or about the fifth business day of each month.
4. Credit Card Surcharge. All payments made via credit card will be subject to a 3% surcharge.
5. Refunds; Substitutions.
   1. Refund for Tickets Not Timely Delivered. If Client notifies Company that Client has not received Tickets prior to the applicable event, then Company will use good faith efforts to investigate; and if its investigation confirms that Tickets were not timely delivered, Company will promptly refund the Purchase Price to Client’s EvoPay Account.
   2. Refund for Cancellations. If an event is canceled, Company will promptly refund the Purchase Price to Client’s EvoPay Account for Tickets purchased by Client to such event, upon Client’s request.  For clarity, if an event is postponed or rescheduled (rather than canceled), Company will not provide any refund.
   3. Substitutions. In the event a purchase of Tickets is confirmed by the selling party but those Tickets subsequently cannot be delivered, Company will use commercially reasonable efforts to provide the same number of substitute tickets to the same event, in a section/row of equal or better location.  Company will promptly provide Client notice regarding any such substitution, and Client will have the option to accept or reject such “equal or better” substitute tickets. For clarity, however, if Company offers to provide such  “equal or better” substitute tickets, but Client rejects them, then Company’s sole obligation will be to refund the Purchase Price for such Tickets to Client’s EvoPay Account.

 

6. Registered Users; Unauthorized Access or Use.

1. Only Registered Users shall be permitted to access and use CORE. Accordingly, Client and its Registered Users shall not permit any individual that is not a Registered User to access or use CORE; nor shall a Registered User be permitted to transfer or assign use of CORE to any other individual who is not a Registered User. Client shall implement sufficient security measures to ensure that CORE is not accessed or used by any individual that is not a Registered User. Client shall be solely responsible for the actions of and/or any losses caused by (i) Registered Users or (ii) any other parties who may gain access to CORE as a result of the acts or omissions of Client or any Registered User (including any failure to protect identification credentials). For the avoidance of doubt, Company shall not be responsible for protecting the security of Client’s identification credentials. Client shall immediately deliver written notice to Company in the event that Client believes its identification credentials are being used by an unauthorized party.
2. Client shall not use, and will ensure that its Registered Users do not use, CORE for unlawful purposes or in an unlawful manner; and at all times, Client and the Registered Users will comply with all applicable local, state, federal and international laws, statutes and regulations in connection with the use of CORE and/or the purchase, listing, sale and/or use of tickets.

 

7. Authorizations. As a condition of Client’s rights under these Marketplace Buyer Terms, Company may require Client to complete and sign some or all of the following authorizations, in each case in the form provided by Company:

1. EvoPay Authorization
2. ACH Authorization
3. Credit Card Authorization
4. Background Check Authorization
5. Professional References Authorization

 

8. Company Fedex Account. Whenever Client purchases hard stock tickets via CORE, Client will use the Company Fedex Account to arrange for the shipment of those tickets from the ticket seller to Client, in accordance with the terms outlined on Attachment 1 annexed hereto.

 

9. Client Contact Information. As an additional condition of the license herein granted to Client to access and use CORE, Client will provide Company with certain customary information regarding Client (including contact information, in a form or via a method designated by Company); and if Client’s contact information changes in the future, Client will promptly notify Company of Client’s updated contact information.

 

10. Intellectual Property. Client understands that CORE, the software that powers CORE, and all related code, data and documentation is proprietary information and a trade secret of Company, whether or not any portion thereof is or may be registered or subject to registration or other protection under applicable intellectual property laws (including, without limitation, copyright or patent laws). Client acknowledges that Company owns all right, title and interest in and to CORE, the software that powers CORE, and all related code, data and documentation. All applicable rights to patents, copyrights, trademarks. trade secrets and/or other intellectual property in CORE and all related code, data and documentation, and any and all modifications thereto, are and shall remain the sole and exclusive property of Company. Client shall not at any time do or cause to be done any act or thing impairing or tending to impair any part of such rights, title and interest. Client’s use of CORE and related documentation shall not create in Client’s favor any right, title or interest in CORE, the software that powers CORE or any related code, data and documentation.

 

11. Disclaimer. CORE is provided on an “as is” and “as available” basis. Company does not make any warranties, express or implied, concerning CORE or the use thereof. Company does not warrant that CORE will meet all of Client’s business requirements, will operate with Client’s hardware, software, systems or data, or that the use of CORE or any data therein will be error free. Furthermore, Client acknowledges that CORE may be unavailable and/or non-functional on a periodic basis for maintenance and other reasons. Accordingly, Client understands and agrees that it uses CORE at its own risk; and Client agrees to implement sufficient contingency plans to continue its business operations in the event CORE is temporarily unavailable and/or non-functional.  Without limiting the foregoing, in the event Client does not receive Tickets that were purchased through CORE in a reasonably timely manner, Company shall, as Client’s sole and exclusive remedy, refund the purchase price paid by Client for such Tickets in accordance with the terms set forth herein.

 

12. Indemnity. Client will indemnify, defend and hold Company and its respective officers, directors, shareholders, employees, agents, successors and assigns harmless from and against all damages, fees, penalties, fines and expenses (including reasonable attorneys’ fees) in connection with third party suits, claims, demands or actions arising from (i) any breach or alleged breach by Client of any of its representations, warranties or obligations under these Marketplace Buyer Terms or (ii) the violation of any applicable law by Client.

 

13. Limitations of Liability.

OTHER THAN IN CONNECTION WITH A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS OR CLIENT’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFIT OR USE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.  FURTHER, EXCEPT FOR BREACHES OF CONFIDENTIALITY OR CLIENT’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE NET AMOUNTS ACTUALLY RECEIVED BY Company FROM CLIENT DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.

 

14. Confidentiality.

1. As used herein, “Confidential Information” means confidential, proprietary or non-public knowledge, data or information in any way relating to the business of Company, its affiliates and/or any of their respective current or former members, shareholders, investors, customers, clients, directors, officers, employees, representatives, agents and/or partners, in any format now or hereafter known (including, without limitation, printed, digital, numerical, text-based, machine-readable, verbally transmitted or otherwise). Confidential Information may include, without limitation, information relating to pricing, fees, sales and marketing strategies, potential investments and/or acquisitions, or the manner or method of conducting business. Furthermore, Confidential Information includes, without limitation, the terms and conditions of these Marketplace Buyer Terms.
2. During the Term, Client may have access to certain Confidential Information. In view of the foregoing, during the Term and continuing for an indefinite period thereafter, Client shall not directly or indirectly disclose, use, sell, license, publish, reproduce or otherwise make available to any person or entity any Confidential Information without the prior express written consent of Company. Client shall secure and protect Confidential Information in a sufficient manner to maintain Company’s confidentiality and proprietary rights. Furthermore, Client shall keep the terms of these Marketplace Buyer Terms strictly confidential and not disclose any of those terms to any person or entity except as may be required by law, provided that Client may disclose the terms of these Marketplace Buyer Terms to Client’s attorneys and other professional representatives who have a need to know such information in connection with their representation of Client, but only if such representatives agree to maintain the confidentiality of such terms. Nothing in these Marketplace Buyer Terms shall prevent Client’s disclosure of Confidential Information solely to the extent required to comply with applicable law or regulation or a valid order of a court of competent jurisdiction; provided that if Client receives a demand from a third party which purports to require disclosure of Confidential Information (g., a subpoena), Client shall notify and consult with Company promptly following receipt of such demand or request (and prior to making any such disclosure), and cooperate with Company in any efforts to oppose and/or limit such disclosure.
3. Without limiting the generality of the foregoing or the provisions of Section 10 above, Client shall not directly or indirectly post anywhere on the Internet, share via email or otherwise distribute, publish or disclose (i) any screenshots or other reproductions of CORE and/or (ii) any emails or other communications between Client and Company and/or (iii) any documents provided to Client by Company.

 

15. Non-Solicitation. Client acknowledges that Company has devoted and will continue to devote significant time, effort and money to attracting, training and retaining high quality personnel, in order to provide the innovative, high quality products and services offered by Company to its customers (including Client). Accordingly, in consideration of the rights and services herein provided to Client, Client expressly agrees that, during the Term for a period of one (1) year thereafter, Client will not directly or indirectly solicit, contact or communicate with any employee of Company or its affiliates for the purpose of causing, inviting or encouraging any such employee to alter or terminate such party’s employment relationship with Company or such affiliates.

 

16. Company’s Remedies. Client acknowledges and agrees that a breach of Section 14 or 15 of these Marketplace Buyer Terms by Client would cause irreparable injury and damage to Company and that money damages would not be an adequate remedy for such a breach. Accordingly, Company shall be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of Section 14 or 15 of these Marketplace Buyer Terms by Client, without having to prove damages, in addition to any other remedies to which Company may be entitled at law or in equity. Client agrees that the covenants set forth in these Marketplace Buyer Terms are reasonable with respect to duration, geographic area and scope and are necessary to protect the business of Company.

 

17. No Reliance. Client will use and rely solely upon its own independent judgment and analysis in connection with all activities undertaken and/or decisions made by Client relating to these Marketplace Buyer Terms. Client will not look to or rely upon Company to provide any advice or recommendations with respect to such matters, and acknowledges that Company makes no representation or warranty of any kind regarding the profitability of Client’s activities pursuant to these Marketplace Buyer Terms.

 

18. Data Practices.

1. De-Identified and Aggregated Data. Client acknowledges and agrees that Company will have the perpetual right to de-identify all data derived from the sale of Tickets via CORE, to aggregate such data with other data, and to store, use, disclose, and analyze such de-identified and aggregated data; provided that such de-identified and aggregated data does not identify Client, any customer or any other individual person. Without limiting the foregoing, such de-identified and aggregated data may include event name, date, venue, seat location, ticket price and date of sale. Without limiting the foregoing, Company retains all intellectual property rights in such de-identified and aggregated data, and such rights survive termination of the Term.
2. Privacy Policy. If and to the extent applicable, Company’s Privacy Policy (which is available here, and as may be updated periodically in Company’s discretion) is incorporated herein by reference.
3. Data Processing Addendum. If and to the extent applicable, Company’s Data Protection Addendum (which is available here, and as may be updated periodically in Company’s discretion) is incorporated herein by reference.

 

19.  Feedback. If Client sends Company any feedback or suggestions regarding CORE or Company’s services, Client grants to Company and its affiliates an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use or share any such feedback or suggestions for any purpose without any obligation or compensation to Client or any other party.

 

20. Arbitration and Class Action Waiver. See Section 16 of the User Agreement.

 

21. Governing Law, Venue and Jurisdiction. See Section 17 of the User Agreement.

 

22. Miscellaneous.

1. Entire Agreement. These Marketplace Buyer Terms contains the entire agreement between Client and Company with respect to Client’s use of CORE and the Services, and supersedes any and all other agreements or correspondence, either oral or in writing, between Client and Company with respect to such subject matter.
2. Contractual Limitations Period on Claims: Client agrees that regardless of any statute or law to the contrary, any claim arising out of or related to CORE must be asserted within one (1) year after the claim arises. Otherwise, such claim will be permanently barred. Notwithstanding the foregoing, this contractual limitation period shall not apply to residents of New Jersey.
3. Assignment. Client may not assign or transfer these Marketplace Buyer Terms, or any of Client’s rights or obligations, without Company’s prior written consent, which may be withheld in Company’s sole discretion. Company may assign or transfer these Marketplace Buyer Terms and/or any of its rights and obligations in its sole discretion. These Marketplace Buyer Terms shall be binding upon and inure to the benefit of Client and Company and their respective successors and permitted assigns.
4. No Partnership or Joint Venture. Nothing contained herein shall be construed to create a partnership or joint venture relationship between Company and Client. Furthermore, except for the limited agency authority specifically granted herein to Company to act on Client’s behalf, nothing contained herein shall be construed to create a general agency relationship between the parties.
5. No Third Party Beneficiaries. Except as otherwise expressly provided in these Marketplace Buyer Terms, there shall be no third-party beneficiaries to these Marketplace Buyer Terms.
6. Force Majeure. Company shall not have any liability under these Marketplace Buyer Terms for Company’s failure or delay in performing any of its obligations under these Marketplace Buyer Terms to the extent the failure or delay is the result of any Force Majeure Event; and Company’s performance of those obligations will be suspended for the duration of such Force Majeure Event. As used herein, a “Force Majeure Event” means any event or contingency beyond Company’s control, including without limitation, any natural disaster, act of declared or undeclared war or of a public enemy, act of terrorism, fire, explosion, unusually severe weather, epidemic, pandemic, or other public health or safety emergency, failure, interruption or damage of or to communications networks or facilities, electric  power or other utilities or vital infrastructure (including the Internet, computer networks or related facilities), any strike or labor disputes, or any actions in response to any of the foregoing.
7. Notices. All notices pursuant to these Marketplace Buyer Terms shall be in writing, and shall be deemed to have been given (i) on the date delivered (as evidenced by customary proof of delivery), if delivered personally, by overnight courier (such as Fedex or UPS) or by certified or registered mail, or (ii) on the date transmitted, if delivered by email, provided the notice is sent to a valid email address of the receiving party for notices and provided further that no “error” message or other notification of non-delivery is received by the party giving the notice. Each notice shall be addressed to the receiving party at the registered address for such party (or any updated address that a party may provide to the other party by subsequent notice). Without limiting the foregoing, all notices to Company hereunder shall be sent to the following Company email addresses:  VL1support@victorylive.com and legal@victorylive.com.
8. Severability.  If any provision of these Marketplace Buyer Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these Marketplace Buyer Terms and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law; provided, however, that the economic and legal substance of the transactions contemplated by these Marketplace Buyer Terms is not affected in any manner that is materially adverse to any party affected by such invalidity or unenforceability.
9. Admissibility.  A printed version of (i) these Marketplace Buyer Terms and/or (ii) any notice given in electronic or other written form shall be admissible in judicial or administrative proceedings based upon or relating to these Marketplace Buyer Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

23. Contact Us. If Client has questions about these Marketplace Buyer Terms or CORE, please contact Company by email at VL1support@victorylive.com.

 

[END OF STANDARD TERMS AND CONDITIONS]