Supplemental Terms for Marketplace Sellers

Last Updated:  May 5, 2025

 

Introductory Matters

Victory Live, Inc. (“Company”) owns and operates an online ticketing marketplace (the “Marketplace”) consisting of a collection of Company assets that enables ticketing professionals and parties to buy and sell tickets through Company, including, without limitation, (i) Company’s online B2B ticket exchange (also known as “CORE”), (ii) Company’s online ticketing platform for travel professionals (also known as “Events 365,” (iii) Company’s affiliate and partner network and (iv) any direct-to-consumer ticket marketplace that Company may operate.

These Supplemental Terms for Marketplace Sellers (these “Marketplace Seller Terms”) govern your use of the Marketplace and related services provided by Company. You are sometimes hereinafter referred to in these Marketplace Seller Terms as “Client.”

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

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

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

These Marketplace Seller 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 SELLER TERMS CAREFULLY.

THESE MARKETPLACE SELLER 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 SELLER TERMS, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE MARKETPLACE SELLER TERMS.  IF YOU DO NOT AGREE TO THE MARKETPLACE SELLER TERMS, THEN DO NOT USE THE MARKETPLACE.

Standard Terms and Conditions 

1. Definitions. As used in these Marketplace Seller Terms, the following capitalized terms shall have the meanings ascribed to them below:

1. “Client Credit Card” has the meaning set forth in Section 7 below.
2. “Client Tickets” means live event tickets and any items related thereto (g., parking passes, tailgate passes, hotel rooms, etc.) that are (i) lawfully owned and/or controlled by Client and (ii) listed for sale via the Marketplace pursuant to these Marketplace Seller Terms.
3. “Client’s EvoPay Account” has the meaning set forth in Section 7 below.
4. “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 Seller Terms.
5. “Distribution Fee” has the meaning set forth in Section 6 below.
6. “Linked Bank Account” has the meaning set forth in Section 7 below.
7. “Objection Period” has the meaning set forth in Section 8.d. below.
8. “Payout Amount” means, for each Client Ticket, the Ticket Price less the Distribution Fee and any other amounts owed to Company hereunder.
9. “Registered User” means an employee of Client who is authorized to access and use the Marketplace on Client’s behalf.
10. “Services” has the meaning set forth in Section 4 below.
11. “Term” has the meaning set forth in Section 2 below.
12. “Ticket Data” means data that is derived from the listing and/or sale of Client Tickets via the Marketplace.
13. “Ticket Price” means the price set by Client for a Client Ticket, which represents the amount for which Client is willing to sell that Client Ticket to a buyer.

 

2. Term. As used herein, the “Term” means the period during which Client may access and use the Marketplace which period shall consist of the Initial Period and all Renewal Periods. The “Initial Period” shall commence on date Client agrees to these Marketplace Seller Terms and continue for ani initial period of one (1) year. Thereafter, the Term will automatically renew for a series of successive one (1) year renewal periods (each, a “Renewal Period.”). Notwithstanding the foregoing, each of Company and Client will have the right to terminate the Term as of the end of the Initial Period or any Renewal Period, and for any reason (or no reason),  upon not less than thirty (30) days’ prior written notice to the other party.

3. The Marketplace; Authorized and Prohibited Listings.

1. Access To and Use of the Marketplace to Sell Tickets. Company hereby grants to Client a limited, revocable, non-exclusive, non-transferable license and privilege, during the Term, to access and use the Marketplace and the Services for the purpose of listing and selling Client Tickets via the Marketplace, subject to and in accordance with the terms of these Marketplace Seller Terms. Client shall be responsible for monitoring each Client Ticket listing on the Marketplace to ensure that such listing accurately describes the applicable Client Ticket, including, without limitation, event name, date, venue, seat location, original “face value” price of the ticket (if required by law) and, if applicable, identification codes contained on the ticket. Company will embed a unique code in all Client Tickets listed for sale by Client through the Marketplace to identify them as tickets that are owned and/or controlled by Client, and to differentiate Client Tickets from all other tickets that are listed and sold through the Marketplace. However, Client shall not be identified in any such listings as the owner and seller of Client Tickets, unless required (i) to resolve any problems relating to the delivery of Client Tickets to purchasers or (ii) by applicable law.
2. Accuracy of Listings; Confirmed Orders. Client will use best efforts to ensure that all listings for Client Tickets are accurate and up-to-date. If Client confirms a transaction to sell particular Client Tickets and thereafter fails to deliver those Client Tickets to the purchaser by the agreed-upon delivery date, then (i) Company shall have the right to cancel the order and (ii) Client shall be financially liable for any and all costs incurred by the purchaser and/or Company in connection with Client’s failure to deliver such Client Tickets by the delivery date (including, without limitation, costs to purchase substitute tickets, additional penalties and/or fees, etc.).
3. Prohibited Ticket Listings. Notwithstanding anything to the contrary expressed or implied herein, Client expressly acknowledges and agrees that Client shall be prohibited from listing any of the following tickets on the Marketplace:
   1. Any Client Tickets that are not owned and/or controlled by Client (g., tickets which Client has not yet acquired, even if Client intends to acquire such tickets at a future date); or
   2. Any tickets that were obtained through any illegal, improper or unlawful means, including, without limitation, through the use of so-called “bots” or other automated ticket purchasing software, or the circumvention of a security measure, access control system, or other technological measure on a website or online service of a ticket issuer that is used to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules; or
   3. Any tickets whose resale via the Marketplace is prohibited by the terms of any agreement between Client and any third party (including, without limitation, the party from whom Client acquired such tickets).

 

4. Company’s Services. Company will provide the following services (“Services”) on Client’s behalf in connection with Client Tickets listed on the Marketplace:

1. Collections. Company will collect all Gross Proceeds from the sale of Client Tickets via the Marketplace, and deposit all Gross Proceeds into a non-interest bearing account owned and controlled by Company. For the avoidance of doubt, Client will not have any right to collect or attempt to collect directly any monies relating to Client Tickets sold via the Marketplace.
2. Payments. Company will make payment of Net Proceeds to Client for sales of Client Tickets, as more specifically provided in Section 8 below.
3. Client Help Desk. Company will maintain a help desk which will be available to Client (via phone or email) in the event that the Services are not operating in accordance with the documentation. Support information is available at https://support.victorylive.com/. The email address for order support is sellersupport@victorylive.com and the email address for technical support is technicalsupport@victorylive.com.
4. Updates. Company may, from time to time, provide updates to the Marketplace that provide new or different functionality.
5. Customer Service. Company will provide customary customer service to purchasers, Company affiliates and Company partners to facilitate the purchase of tickets via the Marketplace.

 

5. Ticket Prices. Client is responsible for setting the Ticket Price for each Client Ticket. For clarity, Client will retain the right to raise or lower the Ticket Price of a Client Ticket at any time prior to sale of that Client Ticket.

6. Distribution Fee. In consideration of providing access to the Marketplace and the Services, Company will be entitled to retain a distribution fee in an amount equal to three percent (3%) of the Ticket Price in connection with all Client Tickets sold via the Marketplace (the “Distribution Fee”). Notwithstanding the foregoing, at any time during the Term, Company will have the unilateral right to increase the Distribution Fee on a prospective basis, on 30 days’ prior written notice to Client (a “Rate Increase Notice”), including, without limitation, due to changing business conditions; provided that, in such event, Client will have the right to terminate the Term by sending written notice to Company not later than five (5) business days following Client’s receipt of the applicable Rate Increase Notice.

7. EvoPay Account and Other Payment Methods.

1. Client EvoPay Account and Linked Bank 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. 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.
2. 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.
3. 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 Seller 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.

 

8. Payments to Client.

1. For each Client Ticket sold via the Marketplace, Company will pay the Payout Amount to Client by issuing a credit to Client’s EvoPay Account for the applicable amount.
2. Company will determine, in the exercise of its good faith business judgment, the criteria for when the Payout Amount from the sale of a Client Ticket shall become payable to Client. Company’s general policy is that payment from the sale of a Client Ticket shall not occur until (i) the sale has been confirmed by Client and (ii) Client has delivered that Client Ticket to the purchaser and (iii) Company has received payment for that Client Ticket from the purchaser. However, Company reserves the right (A) to delay payment on particular transactions if Company has good reason to do so (g., if Company anticipates that the purchaser may dispute the transaction and/or seek a refund) and/or (B) to establish different payment criteria for certain sellers and/or in light of changing business conditions (e.g., delaying payment until after the applicable event has occurred) and/or (C) to make exceptions to its general policy.
3. If any of the following events shall occur in respect of a Client Ticket, and Company has previously made payment to Client in respect of such Client Ticket, then Client shall be obligated to reimburse Company for any and all amounts previously paid by Company to Client in connection with the sale of that Client Ticket:
   1. If the sale of that Client Ticket is cancelled, whether by the purchaser, the Retailer, a credit card issuer or otherwise;
   2. If a payment which was initially authorized is later reversed or denied by a credit card issuer;
   3. If Company is unable to deliver that Client Ticket to the applicable Retailer or ticket purchaser by reason of Client’s failure to supply Company with that Client Ticket and/or the applicable login credentials associated with that Client Ticket on a timely basis; or
   4. If the event for which that Client Ticket was previously sold is cancelled for any reason.
4. Each payment and accounting made by Company to Client shall be deemed correct, conclusive and binding upon Client ninety (90) days after the date received (the “Objection Period”), unless specific objection in writing, stating the basis thereof, is given to Company prior to the expiration of the Objection Period.
5. Client shall pay, and indemnify Company against, all taxes or charges of any kind or character, levied or assessed by any federal, state or local governmental taxing authority, including but not limited to sales tax, use tax, excise tax, assessments (excluding taxes on Company’s income) and all penalties and interest thereon, based on or in any way measured by Client’s activities pursuant or related to these Marketplace Seller Terms.

 

9. Amounts Due to Company. For amounts owed by Client to Company (e.g., Distribution Fees, ticket purchases made by Client via CORE, refunds on cancelled events, shipping charges via Company’s Fedex account, etc.), Company may take any of the following actions to recover the applicable amounts, without further authorization from Client: (a) issue a debit against Client’s EvoPay Account, (b) charge a Client Credit Card or (c) initiate an ACH debit against the Linked Client Bank Account.

10. Registered Users; Unauthorized Access or Use.

1. Only Registered Users shall be permitted to access and use the Marketplace. Accordingly, Client and its Registered Users shall not permit any individual that is not a Registered User to access or use the Marketplace; nor shall a Registered User be permitted to transfer or assign use of the Marketplace to any other individual who is not a Registered User. Client shall implement sufficient security measures to ensure that the Marketplace 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 the Marketplace 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, the Marketplace 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 the Marketplace and/or the purchase, listing, sale and/or use of tickets.

 

11. Seller Handbook. Company’s Seller Handbook (available here, and as may be updated periodically in Company’s discretion) is incorporated herein by reference. Client is required to comply with all of the policies, terms and conditions in the Seller Handbook. 

12. Buying Tickets on CORE. As an additional benefit of using the Marketplace and agreeing to be bound by these Marketplace Seller Terms, Client will have the revocable privilege to access and use CORE for the purpose of buying tickets from other sellers, subject to and in accordance with Company’s Supplemental Terms for Marketplace Buyers (available here, and as may be updated periodically in Company’s discretion). 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.

13. Authorizations. As an additional condition of the license herein granted to Client to access and use the Marketplace, Company may require Client to complete and sign 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

 

14. Client Contact Information. As an additional condition of the license herein granted to Client to access and use the Marketplace, 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.

15. Intellectual Property. Client understands that the Marketplace, the software that powers the Marketplace, 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 the Marketplace, the software that powers the Marketplace, and all related code, data and documentation. All applicable rights to patents, copyrights, trademarks. trade secrets and/or other intellectual property in the Marketplace 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 the Marketplace and related documentation shall not create in Client’s favor any right, title or interest in the Marketplace, the software that powers the Marketplace or any related code, data and documentation. 

16. Termination.

1. Company may terminate the Term immediately, and without prior notice, if Client violates the User Agreement, these Marketplace Seller Terms or the Seller Handbook.
2. From and after the effective date of termination: (i) Client and all Registered Users shall cease to have access to or use of the Marketplace, and shall not be permitted to list additional Client Tickets for sale through the Marketplace; (ii) Company may, in its discretion, remove all listings for unsold Client Tickets from the Marketplace; and (iii) Company may, in its discretion, cease to include Client in future business opportunities customarily afforded by Company to its clients who use the Marketplace.
3. Notwithstanding any such termination of these Marketplace Seller Terms: (i) Company will remain obligated to render accountings and make payments to Client in respect of all monies derived from sales of Client Tickets through the Marketplace in accordance with Section 8 above; (ii) Client will remain obligated to deliver and fulfill all Client Tickets associated with all such sales; (iii) Client shall be responsible for all Distribution Fees, ticket purchases by Client via CORE, any charges in connection with Company’s Fedex Shipping Program described on Attachment 1 and/or any and other amounts due or liabilities accruing hereunder up to and including the last day of the month in which the effective date of termination falls and such amounts shall become immediately due and payable; and Company may recover such amounts in any manner authorized hereunder.

 

17. Disclaimer. The Marketplace is provided on an “as is” and “as available” basis. Company does not make any warranties, express or implied, concerning the Marketplace or the use thereof. Company does not warrant that the Marketplace will meet all of Client’s business requirements, will operate with Client’s hardware, software, systems or data, or that the use of the Marketplace will be error free. Company does not warrant that Client’s use of the Marketplace and the Services provided by Company are permitted or authorized by the terms of any agreements between Client and the third parties from which Client acquires tickets. In the event that any of Client’s accounts or agreements with third parties are terminated as a result of Client listing and selling tickets through the Marketplace, Company shall not be responsible for any losses or damages incurred by Client. Accordingly, Client understands and agrees that it uses the Marketplace and accepts Company’s Services at its own risk. Client acknowledges that the Marketplace may be non-functional on a periodic basis for maintenance and other reasons. Client agrees to implement sufficient contingency plans to continue its business operations in the event the Marketplace is temporarily non-functional. 

18. Representations and Warranties: Client represents and warrants as follows:

1. Client has the full power and authority to agree to be bound by these Marketplace Seller Terms, and to perform all of its obligations hereunder. Client’s compliance with these Marketplace Seller Terms does not and will not violate or conflict with (i) any organizational or governing documents relating to Client, or (ii) any law, rule or regulation applicable to Client or (iii) the rights of any third party or (iv) any agreement to which Client is or was subject.
2. Client has the full right, power and authority to distribute and sell all Client Tickets as provided herein. Without limiting the foregoing, Client is and shall be the sole and exclusive owner of all Client Tickets, or has obtained all licenses, clearances and consents from all applicable third parties as may be required for Client to distribute and sell the Client Tickets via the Marketplace as provided herein.
3. Client acquired or will acquire ownership of all Client Tickets in compliance with all applicable laws and regulations, as well as any agreements to which Client is a party. Without limiting the foregoing, Client has not obtained any Client Tickets through any improper, unlawful or illegal means to obtain Client Tickets, including, without limitation, through the use of so-called “bots” or other automated ticket purchasing software, or the circumvention of a security measure, access control system, or other technological measure on a website or online service of a ticket issuer that is used to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules.
4. If required by applicable law, Client will maintain a valid license to resell Client Tickets pursuant to the laws of (i) the State of New York or (ii) any other applicable jurisdiction.
5. Client will be solely responsible for collection, reporting and remittance of any and all taxes which may be due under applicable law in connection with the sale of Client Tickets (including, without limitation, any sales and/or use taxes).

 

19. Right to Monitor. Company shall have the right, in its discretion, to monitor and/or to require Client to provide Company with information regarding the manner in which Client obtains Client Tickets, including, without limitation, information regarding the number of IP addresses used, the number of credit cards used and the software used by Client to obtain Client Tickets. 

20. Indemnification. Client will defend, indemnify and hold harmless Company and its parent, affiliates, shareholders, members, officers, directors, employees, agents, licensees, successors and assigns from and against any and all claims, demands, actions, costs, liabilities and losses (including reasonable attorneys’ and expenses) arising out of (a) any breach or alleged breach by Client of any representation, warranty or other obligation hereunder or (b) any third party claim (including claims asserted by any purchaser, Retailer or governmental agency), including, without limitation, any claim resulting from any of the following: (i) any error, negligence or misrepresentation made by Client with respect to any Client Ticket, (ii) Client’s failure to supply on a timely basis any Client Ticket that has been sold through the Marketplace and/or the applicable login credentials associated with such Client Ticket, (iii) the removal by Client of any Client Ticket listing from the Marketplace following the sale of such Client Ticket, (iv) Client’s misuse of the Marketplace (including unauthorized use of the Marketplace by third parties), (v) Client’s unauthorized or illegal listing and/or sale of Client Tickets, (vi) the breach of any agreement between Client and any third party from which Client acquires any Client Tickets or (vii) any violation of any law or the rights of a third party relating to any Client Ticket or Client’s use of the Marketplace. This Section shall survive termination of the Term, regardless of the reason for termination.

21. Confidentiality.

1. During the Term, Client may have access to certain Confidential Information (as defined herein). 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 Seller 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 Seller 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 Seller 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.
2. Without limiting the generality of the foregoing or the provisions of Section 15 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 the Marketplace and/or (ii) any emails or other communications between Client and Company and/or (iii) any documents provided to Client by Company.

 

22. 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.

23. Company’s Remedies. Client acknowledges and agrees that a breach of Section 21 or 22 of these Marketplace Seller 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 21 or 22 of these Marketplace Seller 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 Seller Terms are reasonable with respect to duration, geographic area and scope and are necessary to protect the business of Company. 

24. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED HEREIN:

1. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER COMPANY AND/OR CLIENT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
2. FOR ANY CLAIM BY CLIENT THAT COMPANY UNDERPAID AMOUNTS DUE TO CLIENT HEREUNDER, COMPANY’S SOLE LIABILITY WILL BE PAYMENT OF THE AMOUNTS ACTUALLY DUE AND PAYABLE TO CLIENT HEREUNDER.
3. FOR ANY CLAIM BY CLIENT THAT COMPANY HAS BREACHED ANY OF COMPANY’S OTHER OBLIGATIONS HEREUNDER, COMPANY’S LIABILITY WILL NOT EXCEED THE AGGREGATE DISTRIBUTION FEES EARNED AND RECEIVED BY COMPANY FROM CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH CLIENT’S CLAIM AROSE; AND
4. THE LIMITATIONS SET FORTH IN THIS SECTION 24 SHALL APPLY REGARDLESS OF THE FORM, NATURE OR TYPE OF CLAIM OR CAUSE OF ACTION ASSERTED BY CLIENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND SHALL SURVIVE ANY TERMINATION THE TERM, REGARDLESS OF THE REASON FOR SUCH TERMINATION.

 

25. 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 Seller 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 Seller Terms.

26. 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 Client Tickets to Customers via the Marketplace, 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.

 

27. Feedback. If Client sends Company any feedback or suggestions regarding the Marketplace 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.

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

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

30. Miscellaneous.

1. Entire Agreement. These Marketplace Seller Terms contains the entire agreement between Client and Company with respect to Client’s use of the Marketplace 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 the Marketplace 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. Client may not assign or transfer these Marketplace Seller 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 Seller Terms and/or any of its rights and obligations in its sole discretion. These Marketplace Seller 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 Seller Terms, there shall be no third-party beneficiaries to these Marketplace Seller Terms.
6. Force Majeure. Company shall not have any liability under these Marketplace Seller Terms for Company’s failure or delay in performing any of its obligations under these Marketplace Seller 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. All notices pursuant to these Marketplace Seller 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. If any provision of these Marketplace Seller Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these Marketplace Seller 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 Seller Terms is not affected in any manner that is materially adverse to any party affected by such invalidity or unenforceability.
9. A printed version of (i) these Marketplace Seller 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 Seller Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

31. Contact Us. If Client has questions about these Marketplace Seller Terms or the Marketplace, please contact Company by email at VL1support@victorylive.com.

 

[END OF STANDARD TERMS AND CONDITIONS]