Flashseats.com (the "website") is an electronic marketplace that allows persons holding rights to enter events (e.g. professional sports games, concerts, etc.), to park during events and/or to access concessions during events (individually or collectively, "Rights"), and to sell or transfer such Rights to other persons. Holders of Right(s), whether they are the original holder, a transferee or a purchaser, may redeem such Right(s) at the venue of the event for which they hold Rights. To redeem the Right(s), the holder will scan a credit card, state issued identification card, and/or mobile device that they have previously registered on our website when they enter the venue. The holder will then be able to enter the event, park and/or purchase a preset dollar value of concessions, depending upon the type of Right that they are redeeming. Our technology that enables this process is patented under U.S. Patent No. 6,496,809 and/or other pending patents.

The following describes the terms and conditions under which the services of this website are provided to consumers (collectively, this "Agreement"). By entering this website and using any service provided by this website including, but not limited to, viewing any of its content or purchasing any tickets or merchandise, you agree to be bound by this Agreement, by the terms of our Privacy Policy and by the terms and conditions specific to the venue/event, all of which are part of the Agreement.  In this Agreement, underlined terms serve as links to pages within this website that contain important information concerning your use of our services. We suggest that you access and become familiar with these pages including, but not limited to, our Privacy Policy and the specific terms and conditions for each event and/or venue for which you hold Right(s) as you read this Agreement. We may, in our sole discretion, change this Agreement at any time by updating this web page. You are bound by all such modifications, and it is your responsibility to review this Agreement on a regular basis. Your continued use of Flash Seats\rquote website constitutes your agreement to all such terms, conditions and notices. All uses of the words "us," "we," "our," "the Company" or "Flash Seats" are references to Flash Seats, LLC.

Prohibited Uses

You are prohibited from doing any act that has the effect of undermining the integrity of our system, our services and the method by which we provide services to users.

You are prohibited from selling or offering for sale your Right(s) through another publicly available marketplace, whether or not electronic or accessible through the Internet. Any use of our website to facilitate the sale of Right(s) through another publicly available marketplace may result in any or all of the following: (i) cancellation of the transfer or sale transaction conducted on our website; (ii) a charge of our sales fee (defined below), calculated with respect to the full sales price of such Right(s) sold or transferred, assessed against the seller/transferor of such Right(s) (such sales fee will be charged to the credit card on file for the seller/transferor twenty-four (24) hours after we provide notice of the assessment of such charge to such person via email); (iii) revocation of the seller/transferor\rquote s rights to use our website and any or all of our other services; and (iv) revocation of such sold or transferred Right(s) by the event/venue.

You are prohibited from establishing any deep link or other connection to any specific page or pages of this website other than the Home Page, without our express written consent.  You may not use any Flash Seats logo, trademark or other proprietary graphic as part of the link except the words "Flash Seats" without our express written consent. You will not post or transmit through this website any material which: (i) violates or infringes in any way upon the rights of others; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; (iv) creates or attempts to create any liability of Flash Seats; (v) contains advertising or any solicitation with respect to products or services, unless we have approved such material in writing, in advance of its transmission; (vi) introduces any program, executable file or routine (such as a worm, Trojan horse, cancelbot, time bomb or virus) into our system for any purpose, irrespective of whether any such program or routine results in detrimental harm to our system or our data; or (vii) threatens the continuous services of our ISPs, suppliers and vendors. Any conduct by you that we determine in our sole discretion restricts or inhibits any other consumer from using or enjoying this website is expressly prohibited.

You are prohibited from downloading or copying any content displayed on this website for purposes other than preserving information for your personal use, without our express prior written consent.

We grant you a limited license to make personal use only of our website. Such grant does not include, without limitation: (a) any commercial use of the website or content therein; (b) derivative uses of our website and its contents; (c) use of any data mining, robots or similar data gathering and extraction methods or (d) reproduction, copying or redistribution for commercial purposes of any materials or design elements of our website.  Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Flash Seats or any third party. Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. We reserve the right, without notice and in our sole discretion, to terminate your license to use our website and to block or prevent future access to and use of our website.

Your Account

If you use this website, you are entirely responsible for maintaining the confidentiality of your account, your password, your security questions and answers thereto and for restricting access to your account.  Further, you are entirely responsible for any and all activities that occur under your account and/or password. We shall not be responsible for any unauthorized use of your account and/or password. You may not use anyone else\rquote s account at any time without the permission of the account holder.

Without limiting the generality of the preceding paragraph, as a seller of Rights, you agree never to specify or include any of the following within the seller comments area of ticket listings:

• Personally identifiable information (including, but not limited to, your name, business name, street address, phone numbers, or email addresses);
• Offensive, profane or abusive information or remarks;
• Obscene, indecent, pornographic or unlawful information or remarks;
• Libelous, slanderous, defamatory, or infringing information or remarks;
• JavaScript or any other scripting language; or
• HTML or HTML tags.

We reserve the right to refuse service, terminate accounts and remove or edit content in our sole discretion.

Browsing the website

There is no fee for accessing this website and viewing our content and the content of third parties that we display.

Transferring Your Right(s)

Flash Seats Transfer fees may vary by event and venue. Please consult the seller fee schedule found within each event and venue\rquote s branded area. Our purchase fees may apply to you if you as a transferor, are transferring Right(s) pursuant to a sale of such Right(s) through another publicly available marketplace. Our sales fee (defined within each event and venue\rquote s branded area) will be assessed against the seller/transferor of any Right(s) that are sold or offered for sale on another publicly available marketplace. Our sales fee will be charged as provided under Prohibited Uses to the credit card on file for the transferor.

Selling Your Right(s)

Flash Seats Seller fees may vary by event and venue. Please consult the seller fee schedule found within each event and venue\rquote s branded area. In certain jurisdictions, Sellers are obligated to collect and remit an admissions tax on the proceeds of a sale that exceed the original purchase price of the Rights. We reserve the right to withhold the applicable tax and remit it to the appropriate taxing authority on your behalf.

You may as a seller, agree in advance to assume the buyer\rquote s fees. Our sales fee (defined within each event and venue\rquote s branded area) will be assessed against you the seller of any Right(s) that are sold or offered for sale.

Purchasing Right(s)

If you decide to purchase Right(s) or merchandise, you agree to pay, in addition to the price for the Right(s) or merchandise, other fees and charges that we impose, such as convenience fees, processing fees, shipping and handling fees and other miscellaneous fees. You also agree to pay any applicable taxes, including, but not limited to, any applicable admissions tax.

Flash Seats sales fees may vary by event and venue. Please consult the buyer fee schedule found within each event and venue\rquote s branded area.

However, we reserve the right to increase or decrease this fee at any time without advance notice for future transactions.  With regard to merchandise, the amount of each fee will vary, depending on the merchandise you purchased and the method you select to receive your merchandise.

There are no shipping fees for Right(s) purchased.  Fees and charges including, but not limited to, charges for issuance, convenience, handling, processing, shipping, delivery (including, but not limited to, charges for courier delivery) and any other miscellaneous charges assessed by us represent, among other things, the costs we incur in providing our goods and services to you.  The fees and charges we assess may be greater than our actual cost of providing those services, and we may retain a portion of all such fees and charges as profit.

We do not review, nor do we warrant or guarantee, the accuracy of any information provided by sellers of Rights in the seller comments areas of ticket listings. You should base your purchase decision solely on the information indicated by the Section, Row and Seat Number in the listing.

You are urged to review all pages displayed during your completion of a purchase or placing of a bid (when you place a bid you agree to purchase the Right(s) that you bid on if the seller of such Right(s) accepts your bid). All fees and charges relating to your transaction will be disclosed to you during the purchase and/or bidding process. If you do not agree to pay the fees or charges associated with your purchase and/or bid, you may cancel your transaction prior to completing it. All completed transactions are final, so please be sure that you have selected the proper event and Right(s) relating to such event prior to completing your purchase.

Transactional Considerations

All scheduled actions including, but not limited to, listing expirations and bid expirations will be processed approximately at the date and time specified as indicated by the Flash Seats system clock. You acknowledge and accept that actual processing time may vary by seconds or in unusual cases, by minutes, from the exact time specified.

Our system will automatically complete a sale if it receives any valid offer for any listing that remains in effect. Listings will be deemed to be in effect from the time our system processes the listing action until the earlier of (i) the time our system processes the expiration of the listing or (ii) the time our system completes the processing of a retraction action for that listing.

Listings and bids are not considered retracted until they have been processed and a system confirmation has been issued.

We have the right to cancel a transaction and return the Right(s) to the person who held the Right(s) prior to the completion of the transaction in certain circumstances, including but not limited to:

• If a venue revokes any Right(s),listings and bids concerning such Right(s) will be cancelled;
    
• If an event is cancelled (without being rescheduled), listings for Right(s) to such event will be terminated;
• If buyer\rquote s credit card company does not remit payment, the transaction will be cancelled;
• If a buyer, seller or transferee breaches the terms of this Agreement, we may, in our discretion, cancel any listing, bid, ask, transfer and/or pending transaction associated with such buyer, seller or transferee;
• If we deem, in our sole discretion, that a listing, bid, ask, transfer and/or transaction violates the law, this Agreement or the terms and conditions or other rules of the subject venue, we may cancel such listing, bid, ask, transfer and/or transaction.
• If the seating and/or parking Rights to an event are limited as described in Limits on Seating and Parking Rights, and you have already purchased the number of seating and/or parking Rights allowed to be purchased per person, we may cancel any of your bids and/or pending transactions relating to similar parking and/or seating Right.
• If there is an error in the pricing of a Right or when a Right is offered for sale through our marketplace, we may cancel any listing, bid, ask, transfer and/or transaction all as more fully described in Pricing and Other Errors.

If we cancel a transaction because the buyer fails to remit payment (failure to pay, invalid credit card, stolen credit card) we are only obligated to return the Right(s) associated with such cancelled transaction to the seller.

Charges to your Credit Card

If you feel that a charge has been made to your credit card in error, call our helpline or email our customer service department at customerservice@flashseats.com.

Helpline

Our helpline number is 1-888-320-7328. Our helpline is available to all of our current and potential customers. Our helpline allows current and potential customers to manage/set-up their account information in any way that is permitted by our website. To access our helpline services, current customers must provide specific personally identifiable information that matches the current information in the account.

Right to Act on Instructions by Others

We and designated personnel of the venues associated with an event, event producers and/or event promoters are authorized to perform any action on your behalf that you could otherwise perform if instructed by someone in possession of your account authorization information. You agree that we may perform these actions, including, but not limited to, addition or correction of account profile information, addition of

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Use prohibited without written consent. All Rights Reserved.