Supplemental Terms for Off-Platform Upload (OPU) Sellers

Last Updated:  May 5, 2025

Introductory Matters

Company provides a consignment-based, online ticket distribution platform (the “Platform”) with a built-in “point of sale” system (“POS”) that enables professional ticket sellers to list, distribute and sell live events tickets to the public through online ticket resale marketplaces (“Retailers”).

Company also provides software applications and services to help professional ticket sellers manage their purchase and resale processes (“Automation Services”).

For Company’s clients who use Automation Services and a third party POS, Company also offers an “Off-Platform Upload” program (“OPU”), which consists of a bundle of software and services that enables those clients to list, distribute and sell live event tickets to the public through online ticket resale marketplaces (the “Retailers”), via the Platform,.

These Supplemental Terms for OPU Sellers (these “OPU Seller Terms”) govern your use of OPU. You are sometimes hereinafter referred to in these OPU Seller Terms as “Client.”

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

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

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

These OPU Seller Terms include the following additional documents which are annexed hereto and incorporated herein by reference:

Attachment 1                All-In Percentages Table (Template)

Attachment 2                AXS Official Resale

Attachment 3                Market Insights Dashboard (Optional)

Attachment 4                Fedex Shipping Program

PLEASE READ THESE OPU SELLER TERMS CAREFULLY.

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

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

Standard Terms and Conditions.

1. Definitions. As used in these Supplemental Terms for OPU Sellers, the capitalized terms set forth below in this Section 1 shall have the meanings ascribed to them below.

1. “All-In Management Fee” means the fee payable to Company when a Client Ticket is sold through a Retailer via OPU, in an amount equal to the product of (i) the applicable All-In Percentage and (ii) the Ticket Price.
2. “All-In Percentage” means the percentage applicable to each Retailer used to calculate the All-In Management Fee when a Client Ticket is sold through that Retailer, as established by Company and agreed by Client from time to time. Without limiting the foregoing, Company customarily documents All-In Percentages in the form of the All-In Percentages Table annexed hereto as Attachment 1. Notwithstanding the foregoing, at any time during the Term, Company will have the unilateral right in its discretion, to increase the All-In Percentage applicable to each Retailer, on a prospective basis, upon 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.
3. “Automation Service” has the meaning set forth in the Introductory Matters section on page 1 above.
4. “Client POS” means the POS system used by Client to manage the listing, distribution and sale of Client Tickets. Client will keep Company apprised at all times as to the Client POS utilized by Client during the Term of these OPU Seller Terms.
5. “Client Tickets” means live event tickets that are (i) lawfully owned and/or controlled by Client and (ii) listed for sale via OPU pursuant to these OPU Seller Terms.
6. “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 OPU Seller Terms.
7. “Management Services” has the meaning set forth in Section 6 below.
8. “Objection Period” has the meaning set forth in Section 7.e. below.
9. “Off-Platform Upload” or “OPU” has the meaning set forth in the Introductory Matters section on page 1 above.
10. “Payout Amount” means, for each Client Ticket, the Ticket Price less the All-In Management Fee, as well as any Reimbursable Retailer Charges, Reimbursable Expenses or other amounts owed to Company hereunder (including, without limitation, fees for any optional products and services described on Attachment 3 annexed hereto).
11. “Platform” has the meaning set forth in the Introductory Matters section on page 1 above.
12. “Reimbursable Retailer Charges” means the following additional charges imposed by Retailers in connection with Client Tickets: (i) fees for additional services provided by Retailers (g., for automated ticket transfer via API); and (ii) penalties, claims for refunds (including, without limitation, due to chargebacks or bad debts associated with a buyer) or other costs.
13. “Reimbursable Expenses” means out-of-pocket expenses actually incurred and paid by Company to third parties other than Retailers in connection with the sale and/or delivery of Client Tickets (g., UPS or Fedex charges to ship hard tickets).
14. “Retailer Fees” means customary service fees imposed by Retailers on the “seller” in connection with the sale of tickets via OPU, which, in the case of Client Tickets, will be borne by Company on Client’s behalf out of, and will be deemed included in, the All-In Management Fee.
15. “Retailers” has the meaning set forth in the Introductory Matters section on page 1 above.
16. “Term” has the meaning set forth in Section 2 below.
17. “Ticket Data” means data that is derived from the listing and/or sale of Client Tickets via OPU.
18. “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 OPU, which period shall consist of the Initial Period and all Renewal Periods. The “Initial Period” shall commence on the date Client agrees to these OPU 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. Listing of Client Tickets via OPU.

1. Company hereby grants to Client a limited, revocable, non-exclusive, non-transferable license and privilege, during the Term, to access and use OPU and related services for the purpose of listing and selling Client Tickets to the public through Retailers, subject to and in accordance with the terms of these OPU Seller Terms.
2. All Client Tickets will be listed via OPU, unless Client takes the applicable step in the Client POS to inform Company that Client wishes to exclude particular Client Tickets from OPU. For clarity, however, Company reserves the right, in the exercise of its good faith business judgment, to restrict the sharing of particular Client Tickets on OPU.
3. Company will embed a unique code in all Client Tickets listed for sale through OPU to identify them as tickets that are owned and controlled by Client, and to differentiate the Client Tickets from all other tickets that are listed and sold through OPU. However, Client shall not be identified in any such listings as the owner and seller of the Client Tickets, unless required (i) to resolve any problems relating to the delivery of Client Tickets to purchasers or (ii) by applicable law.
4. Client acknowledges and agrees that Client shall be prohibited from listing any of the following tickets on OPU:
   
   1. 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
   2. Any tickets whose resale via OPU is prohibited by the terms of any agreement between Client and any third party (including, without limitation, the party from which Client acquired such tickets).

4. Ticket Prices. Client is responsible for setting the Ticket Price for each Client Ticket in the Client POS. 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. Notwithstanding the foregoing, Client acknowledges and agrees that, due to pricing policies and/or service charges and/or fees established by certain Retailers, the actual listing price for a Client Ticket as displayed for sale by those Retailers may be higher or lower than the Ticket Price for that Client Ticket in the Client POS.

5. Delivery of Client Tickets to Company. Unless Client has specifically advised Company that Client will assume responsibility for delivery of particular Client Tickets to Retailers or ticket purchasers, Client shall deliver all Client Tickets to Company promptly, and in a functional and industry-standard format.

6. Management Services. Company will provide the following services (“Management Services”) on Client’s behalf in connection with the listing, distribution and sale of Client Tickets via OPU:

1. Create listings for the Client Tickets on each of the Retailers within OPU, based on information provided by Client regarding the applicable Client Tickets (g., event description, event date, seat location, etc.). Without limiting the foregoing, the provisions of Exhibit C annexed hereto will apply with respect to the Retailer known as Flash Seats (also known as AXS Marketplace).
2. Interface and communicate with the Retailers on all matters relating to the listings for Client Tickets, including, where appropriate, by updating, maintaining and managing all listings (subject always to any conditions of sale established by Client in the Client POS).
3. If and when a Client Ticket is sold via OPU, provide the following fulfillment and customer service services (subject, however, to Client’s timely delivery of such ticket to Company in a functional and industry-standard format):
   
   1. Fulfillment services to facilitate delivery of such ticket to the purchaser (except that Client will be solely responsible for delivery of hard tickets). Without limiting the foregoing, Company will use reasonable efforts to deliver each Client Ticket to the purchaser on a timely basis; provided that Company shall not be responsible for any late delivery to purchasers that results from Client’s failure to deliver any Client Ticket to Company on a timely basis.
   2. Customer service support to assist the purchaser and the relevant Retailer to assist in resolving any issues that may arise with respect to the transaction.
   3. Collection of all sales proceeds from the Retailers in connection with all sales of Client Tickets via OPU. For the avoidance of doubt, Client will not have any right to collect or attempt to collect any sales proceeds relating to Client Tickets listed on OPU.
4. Company will make payments to Client on a weekly basis with respect to Client Tickets sold via OPU, as more specifically provided in Section 7 below.

Notwithstanding anything to the contrary expressed or implied herein, the Management Services do not include special services beyond the scope of the services described in subsections 4.a. through e. above (such as, by way of example, changing the method of delivery after tickets have been sold, procuring and handling substitute tickets, returning tickets to Client, special handling on last minute orders, etc.). Company reserves the right to charge additional fees to Client in the event Company provides any such special services in respect of Client Tickets.

7. Payments to Client.

1. For each Client Ticket sold via OPU, Company will pay the Payout Amount to Client. Payments will be made to Client on a weekly basis,in U.S. dollars, via ACH to a bank account in the United States designated by Client.
2. Weekly payments shall be made on Fridays or such other day as Company shall determine in its reasonable discretion, and will include Payout Amounts attributable to sales of Client Tickets during the calendar week (Sunday through Saturday) immediately preceding the week in which the payment is due.
3. Notwithstanding anything to the contrary expressed or implied in these OPU Seller Terms, the Payout Amount for a Client Ticket shall not become payable to Client until (i) Client has delivered that Client Ticket to Company and (ii) Company has delivered that Client Ticket to the ticket purchaser; provided that Company reserves the right, in its discretion, to modify the pre-conditions for payment (e.g., by delaying payment until the applicable event has occurred) for particular events and/or due to changing business conditions.
4. 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.Furthermore, if Client fails to reimburse Company in any instance provided above within five (5) business days following Company’s request, then Company will have the right to deduct the amounts due and owing to Company from any and all monies otherwise payable by Company to Client under this or any other agreement between Company and Client.
5. 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.

8. OPU Handbook and Seller Handbook. The OPU Handbook (which is available here and may be updated periodically in Company’s discretion) and the Seller Handbook (which is available here and may be updated periodically in Company’s discretion) are incorporated herein by reference. Client is required to comply with all of the policies, terms and conditions in the OPU Handbook and the Seller Handbook. In the event of any inconsistency between the OPU Handbook and the Seller Handbook, the Seller Handbook shall be controlling.

9. Buying Tickets on CORE. As an additional benefit of using OPU and agreeing to be bound by these OPU Seller Terms, Client will have the revocable privilege to access and use Company’s online ticket exchange platform (“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 5 annexed hereto.

10. Authorizations. As an additional condition of the license herein granted to Client to access and use OPU, Company may require Client to complete and sign the following authorizations, in each case in the form provided by Company:

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

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

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

13. Termination

1. Company may terminate the Term immediately, and without prior notice, if Client violates the User Agreement, these OPU Seller Terms, the OPU Handbook 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 OPU, and shall not be permitted to list additional Client Tickets for sale through OPU; (ii) Company may, in its discretion, remove all listings for unsold Client Tickets from OPU; and (iii) Company may, in its discretion, cease to include Client in future business opportunities customarily afforded by Company to its clients who use OPU.
3. Notwithstanding any such termination: (i) Company will remain obligated to render accountings and make payments to Client for the Payout Amount on sales of Client Tickets through OPU in accordance with Section 7 above; and (ii) Client will remain obligated to supply all Client Tickets associated with all such sales.

14. Disclaimer. OPU is provided on an “as is” and “as available” basis. Company does not make any warranties, express or implied, concerning OPU or the use thereof. Company does not warrant that OPU will meet all of Client’s business requirements, will operate with Client’s hardware, software, systems or data, or that the use of OPU will be error free. Company does not warrant that Client’s use of OPU 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 OPU, Company shall not be responsible for any losses or damages incurred by Client. Accordingly, Client understands and agrees that it uses OPU and accepts Company’s services at its own risk. Client acknowledges that OPU 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 OPU is temporarily non-functional.

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

1. Client has the full power and authority to agree to be bound by these OPU Seller Terms, and to perform all of its obligations hereunder. Client’s compliance with these OPU 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 OPU 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).

16. 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.

17. 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 OPU and/or the applicable login credentials associated with such Client Ticket, (iii) the removal by Client of any Client Ticket listing from OPU following the sale of such Client Ticket, (iv) Client’s misuse of OPU (including unauthorized use of OPU 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 OPU. This Section shall survive termination of the Term, regardless of the reason for termination.

18. 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 OPU 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 OPU 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 OPU 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 12 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 OPU and/or (ii) any emails or other communications between Client and Company and/or (iii) any documents provided to Client by Company.

19. 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.

20. Company’s Remedies. Client acknowledges and agrees that a breach of Section 18 or 19 of these OPU 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 18 or 19 of these OPU 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 OPU Seller Terms are reasonable with respect to duration, geographic area and scope and are necessary to protect the business of Company.

21. 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 all-in Management 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 21 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.

22. 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 OPU 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 OPU Seller Terms.

23. 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 OPU, 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 (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 (available here, and as may be updated periodically in Company’s discretion) is incorporated herein by reference.

24. Feedback. If Client sends Company any feedback or suggestions regarding OPU 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.

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

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

27. Miscellaneous.

1. Entire Agreement. These OPU Seller Terms contains the entire agreement between Client and Company with respect to Client’s use of OPU and related 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 OPU 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 OPU 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 OPU Seller Terms and/or any of its rights and obligations in its sole discretion. These OPU 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 OPU Seller Terms, there shall be no third-party beneficiaries to these OPU Seller Terms.
6. Force Majeure. Company shall not have any liability under these OPU Seller Terms for Company’s failure or delay in performing any of its obligations under these OPU 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. Notices.  All notices pursuant to these OPU 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. Severability.  If any provision of these OPU Seller Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these OPU 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 OPU Seller 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 OPU 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 OPU 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.

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

[END OF STANDARD TERMS AND CONDITIONS]

[ATTACHMENTS TO FOLLOW]