Terms & Conditions

1.1 Introduction.

Welcome to the Seat Exchange (the "Site"). These Terms and Conditions ("Agreement") list the terms of the agreement between Seat Exchange Corporation ("Seat Exchange" or "We" or "Us") and you ("You") for the purchase and sale of seats ("Seats" or “Tickets”), and all other services that We provide (the "Services"). By using our Site, You agree to accept this Agreement.

Thank you for using Seat Exchange. By completing your registration with Seat Exchange, you agree to accept the terms and conditions of this User Agreement (Agreement).

This Agreement includes Seat Exchange's Privacy Policy, Buyer's Policy and Seller's Policy.

If the Agreement is modified, Seat Exchange will post the revised Agreement on the Seat Exchange Web Site and it will become effective after it is posted.

2.1 What is Seat Exchange?

Seat Exchange is a Web Site that provides buyers and sellers of live event tickets the opportunity to conduct transactions. Seat Exchange provides the platform for these transactions but it is not involved in the actual transaction between buyers and sellers. We provide no assurance that a buyer or a seller will complete a transaction.

3.1 How Do I Become A Member?

In order to become a member and use the Seat Exchange Web Site to conduct live event ticket transactions, you must agree to accept the terms and conditions set forth in this Agreement and you must have a valid credit card that is accepted by Seat Exchange. Furthermore, you must be able to legally enter into a binding contract.

To register you must provide Seat Exchange with your legal name, address, telephone number, valid credit card information and e-mail address.

In order to access the Seat Exchange Web Site, you will need a member name as well as a password which you can establish during the registration process. Members are responsible for all activity or transactions that occur in their accounts and, therefore, it is the member's responsibility to protect and maintain the security of their member name and password. Do not disclose your member name or password to others.

4.1 How Do I Place A Live Event Ticket For Sale?

You must establish a price for your ticket(s) and provide important information including the name of the event, the date the event is scheduled, section number, row number and seat number.

Seat Exchange provides multiple options for you to place a live event ticket for sale which include the following: fixed price with the ability for the buyer to make an offer; fixed price without the ability for the buyer to make an offer; offer with suggested price; and offer with no price.

If a buyer accepts your terms of sale, you are responsible for providing the exact ticket(s) that you placed for sale. If for any reason you cannot deliver the tickets you placed for sale, the Seat Exchange will charge your account with a replacement fee which be determined by the amount of money that it costs the Seat Exchange to purchase the replacement live event ticket(s) for the buyer. Seat Exchange will seek to find live event tickets that are either comparable or better than the tickets being replaced.

5.1 How Do I Make An Offer To Purchase A Live Event Ticket?

To make an offer to buy a live event ticket, you must search the Seat Exchange Web Site to determine if there are live event tickets that you are interested in purchasing. Then you must place an offer on the Seat Exchange Web Site to purchase these live event ticket(s).

Once Seat Exchange receives your offer, we will seek an authorization from your credit card equal to the amount of the ticket(s) the transaction fee(s) and the costs of shipping.

Event dates, times, venues and subject matter, which are listed on the ticket, may change. It is up to you to verify the most recent changes. Please contact the box office or refer to local listings for any changes.

Ticket Listings are a representation of actual seat location. Tickets may be substituted with comparable or better seat locations. Actual seat and row numbers may vary from those purchased on the Web Site.

Once Seat Exchange obtains an authorization from the Buyer, Seat Exchange notifies the Seller of the sale via email and/or telephone, announcing to the Seller that the Buyer is willing to pay the price, the shipping costs, and any taxes that Seat Exchange has calculated for the item.

In most cases the Seller confirms the order within a few business days using our automated online confirmation process. The Seller is expected to ship the tickets directly to the Buyer within 24 hours after confirming the transaction.

6.1 How Is A Sale Completed?

Upon seller confirmation of the order, Seat Exchange will charge the Buyer's credit card for the sale price of the ticket(s), plus buyer fees as well as the shipping costs and any taxes. At no time does Seat Exchange provide the Buyer's credit card information to the Seller, the credit card charge is paid to Seat Exchange, and the Seller is compensated for the sale according to the payment policy in the Seller's Policy. The Seller will be able to see the exact fees that will apply before completing the sales process and committing to sell their tickets.

Sellers have 24 hours to respond to purchases made on their listings. If no response is received, Seat Exchange reserves the right to automatically decline the order.

After receiving the tickets, if a Buyer is dissatisfied with any part of the purchase the Buyer must follow the dispute resolution set forth in our Buyer Guarantee.

You grant Seat Exchange permission to charge your credit card for the purchase of items (as a Buyer).

For the purpose of promoting and facilitating the sale and purchase of tickets and items that you list for sale, you grant to Seat Exchange the right to publish on the Web Site your descriptions of tickets listed for sale.

Seat Exchange is not involved in the actual transactions between Buyers and Sellers. If You have a dispute with a party or parties, You agree to release Seat Exchange and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such a dispute.

7.1 What Is Prohibited On Seat Exchange?

Seat Exchange prohibits the listing, buying or selling of any adult materials, obscene materials or pornographic materials.

Seat Exchange prohibits the use of its Web Site in an unlawful manner. Users must comply with all local, state, federal and international laws, statutes and regulations regarding use of the Web Site and selling value of the tickets. You agree not to use or permit anyone to use information provided through the Web Site for any unlawful or unauthorized purpose. You agree not to use a false name or use an invalid or unauthorized credit card.

To place a ticket for sale on Seat Exchange, You must first register with the Web Site. If You choose to sell your ticket in an auction format, Seat Exchange requires that you list your ticket for sale on Seat Exchange. If You choose to sell your ticket in a fixed price format, You may post your ticket for sale in other marketplaces but are required to remove your ticket from the Web Site immediately if your ticket sells elsewhere.

The sale of stolen property on Seat Exchange is strictly forbidden, and violates state, federal and international laws. Seat Exchange will support law enforcement efforts to recover stolen property that is listed on the Web Site, and urges the prosecution of persons who knowingly attempt to sell such items on Seat Exchange.

The Buyer name and address information is provided to Sellers for the purpose of shipping the specific purchased product(s) and may not be used by the Seller for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). You agree not to separately contact the Buyer at any time for any reason.

8.1 What Happens If I Violate Seat Exchange's Rules?

Seat Exchange may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations by providing Seat Exchange with all information regarding your transaction.

Seat Exchange may take any action that it deems appropriate and in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access or removing a listing

You agree that funds owed to you for event ticket sales through Seat Exchange may be suspended or delayed pending our investigation. Seat Exchange is not obligated to pay You for any sales if We have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this agreement.

You agree that Seat Exchange may report any activity that it suspects violates any law or regulation to law enforcement officials, regulators, or other relevant parties.

You authorize us to withhold payment or charge your credit card account for any amount You owe us if (a) cancelled for any reason; (b) an adjustment is made under our Buyer Protection Guarantee; (c) We reasonably believe that you committed fraud or any other illegal act or omission during any buying or selling activity; (d) You are not able to produce the exact live event ticket listed on the Web Site; or (e) You otherwise owe us funds

9.1 User Warranties

For all tickets listed as the Seller, You warrant that Your descriptions of the tickets accurately describe the tickets offered for sale.

You represent and warrant that any information You provide to us, to other members, or to visitors (a) is not inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit or stolen items that infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination, false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with or intercept any system, date or personal information.

You warrant that You will comply with all applicable local, state, federal and international laws, including regulations regarding use of the Web Site and selling value of the tickets.

You agree to indemnify and hold Seat Exchange and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by Seat Exchange and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim that involves, relates to or concerns any of your actions or omissions on this Web Site.

10.1 Seat Exchange Warranties

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, SEAT EXCHANGE PROVIDES ITS SOFTWARE, SITE AND SERVICES ON AN 'AS IS' BASIS AND 'AS AVAILABLE' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SEAT EXCHANGE MAKES NO WARRANTY WITH RESPECT TO ITS SOFTWARE, ANY TICKETS, ANY EVENT, THE SERVICES SEAT EXCHANGE PROVIDES, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED, AND SEAT EXCHANGE EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOU AGREE THAT THE FOREGOING DISCLAIMERS AND

LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.

You agree that Seat Exchange is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on you behalf. You shall indemnify and hold Seat Exchange and (if applicable) any parents, subsidiaries, affiliates, officers, directors, attorneys, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by Seat Exchange that arise out of any third party or governmental claim that involves, relates to or concerns: any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or, any dispute concerning the tax status of Seat Exchange.

Seat Exchange reserves the right at any time to modify, alter or discontinue any part of the Seat Exchange Web Site. You agree that Seat Exchange shall not be liable to You or any third party for any modification, suspension or discontinuance of the Web Site or any Services under this agreement, for any reason. We do not guarantee continuous, uninterrupted access to our service, and operation of our Web Site may be interfered with by numerous factors outside of our control.

Seat Exchange Owns The Intellectual Property Rights To Our Web Site And Service

You acknowledge and agree that all intellectual property, (including, without limitation, trademarks, trade names and patents) is and shall remain the sole property of Seat Exchange, and nothing in this User Agreement shall confer in You any right of ownership or license rights in Seat Exchange's Intellectual Property. In addition, You shall not now or in the future, contest the validity of Seat Exchange's Intellectual Property.

The software and the Web Site, computer programs, and other features of the Web Site are the property of Seat Exchange or its suppliers, and are protected by United States as well as international copyright, trademark and other laws, all elements of the Seat Exchange Web Site are the exclusive property of Seat Exchange and protected by U.S. and international copyright law. Any unauthorized reproduction modification, distribution, transmission, republication, display, or performance of the software or the content on the Web Site is strictly prohibited.

11.1 Additional Terms

No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or shall be created by this Agreement.

Except as expressly stated otherwise, all notices to Seat Exchange shall be sent to 190 S. LaSalle Street, Suite 850, Chicago, IL 60603. Except as expressly provided otherwise, all notices to You shall be sent to the email address You provided during the registration process. Such notices shall be given one business day after the email is sent.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that You have infringed or have threatened to infringe our intellectual property rights, You and Seat Exchange agree that any dispute or controversy between us, or arising under the performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitrations, to be held in Chicago, IL U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in a court of competent jurisdiction. If We allege that You have infringed or threatened to infringe our intellectual property rights, you agree that Seat Exchange may seek preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, You consent to the exclusive personal jurisdiction and venue of the federal and state courts in Cook County, Illinois.

This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement shall be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Seat Exchange. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns.

12.1 Safe Harbour. Seat Exchange operates its business in both the United States Of America and in European Union Countries including the United Kingdom. Seat Exchange collects information from European Union residents as described above and has filed a Safe Harbour self-certification with the United States Department of Commerce. The self-certification can be found at Safe Harbor.