Limited License to Use the System. Subject to the Terms, we hereby grant to you a non-exclusive, non-sublicensable, non-transferable and non-assignable, limited right and license (“License”) to access and use the System.
THE SYSTEM IS A VENUE AND WE ARE NOT A PARTY TO ANY TRANSACTION. THE SYSTEM ACTS AS A VENUE TO ALLOW FOR, AMONG OTHER THINGS, TICKET SELLERS (EACH, A “SELLER”) TO OFFER FOR SALE TICKETS TO PERFORMANCE EVENTS TO A PURCHASER (EACH, A “PURCHASER”), AND DONORS (EACH, A “DONOR”) TO MAKE DONATIONS TO VARIOUS RECIPIENT ORGANIZATIONS (EACH, A “DONEE”). WE ARE NOT A PARTY TO OR OTHERWISE INVOLVED IN ANY TRANSACTION INVOLVING A SELLER AND A PURCHASER, OR A DONOR AND A DONEE, EVEN THOUGH WE PROVIDE TOOLS THAT RELATE TO SUCH TRANSACTIONS, SUCH AS TOOLS THAT RELATE TO THE PROCESSING OF PAYMENTS. AS A RESULT, ANY PART OF AN ACTUAL OR POTENTIAL TRANSACTION BETWEEN A SELLER AND A PURCHASER, OR A DONOR AND A DONEE, INCLUDING THE ABILITY OF SELLERS TO SELL TICKETS, OR THE ABILITY OF PURCHASERS TO PAY FOR TICKETS TO A PERFORMANCE EVENT, ARE SOLELY THE RESPONSIBILITY OF EACH USER. ANY DISPUTES RELATING TO ANY SUCH TRANSACTION MUST BE RESOLVED BETWEEN THE SELLER AND THE PURCHASER, OR THE DONOR AND THE DONEE. WE ARE NOT RESPONSIBLE FOR VERIFYING THE TAX-DEDUCTIBILITY OF ANY DONEE OR PROVIDING ANY DOCUMENTATION FOR DONATIONS OR OTHER CONTRIBUTIONS, NOR WILL WE PROVIDE ANY TAX ADVICE RELATING TO ANY DONATION MADE THROUGH THE SYSTEM OR ANY DOCUMENTATION RELATING TO DONATIONS. WE RESERVE THE RIGHT TO REFUND ANY PAYMENT MADE THROUGH THE SYSTEM AT OUR SOLE DISCRETION.
and Warranties of Sellers. By selling tickets to performance
events on the System, each Seller represents that it has the right
to sell such tickets, and that all information posted by the Seller
about the performance event on the System is complete and accurate.
Each Seller shall review and respond to each purchase request
promptly and shall not discriminate against potential Purchasers for
any unlawful reason.
Limitations on Use. In accepting this License, you agree not to cause or permit the: (a) use, copying, or modification of the System, except as expressly provided in this Agreement; (b) reverse engineering, disassembly, decompilation, rental, lease, or transfer of the System; (c) use of the System for any unlawful purpose or in furtherance of any unlawful purpose; (d) use of the System to disseminate, store or transmit files, graphics, software or other material that is defamatory, libelous, obscene, unlawfully threatening or harassing, or that infringes the intellectual property rights or other proprietary rights of a third party; (e) transmission to the System of any virus, software program, segment of code or other programming design, instruction, or routine that permits unauthorized access to the System or our other services and that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any of the foregoing; or (f) use of or distribution through the System or our other services of any software or other tools or devices designed to interfere with or compromise the privacy, security or use of the operations or assets of us or any other user of the System or any other person or entity.
Identity Verification. User verification on the Internet is difficult and we cannot confirm, and do not assume any responsibility for the confirmation of, each user's purported identity. We encourage you to communicate directly with a Seller or Purchaser, or Donor and Donee, through the tools available on the System. You agree to (i) keep your password and online ID secure and strictly confidential, providing it only to authorized users of your account, (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person, (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person, and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. We discourage you from giving anyone access to your online ID and password. However, if you do give someone your online ID and online password, or if you fail to adequately safeguard such information, you are responsible for any and all transactions that the person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER WE NOR OUR AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER'S PASSWORD THAT OCCURS BEFORE SUCH USER HAS NOTIFIED US OF POSSIBLE UNAUTHORIZED USE OF SUCH PASSWORD AND WE HAVE HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD COULD CAUSE YOU TO INCUR LIABILITY TO BOTH US AND OTHER USERS. Further, we may, without notice to you, suspend or cancel your listing at any time even without receiving notice from you if we suspect, in our sole discretion, that your password is being used in an unauthorized or fraudulent manner.
Limitations on Communications and Use of Other Users’ Information. You agree that, with respect to other users' personal information that you obtain through the System or through any related communication or transaction, we have granted to you a license to use such information only for: (a) communications that are related to the transaction and are not unsolicited commercial messages, (b) using services offered through the website or the System, (c) facilitating a financial transaction between you and the other user (such as an on-line purchase or donation or charging a personal credit card) and (d) any other purpose that a user expressly agrees to after you tell them the purpose you would like to use it for. In all cases, you must give users an opportunity to remove themselves from your address book or database and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this provision, may you disclose personal information about another user to any third party without both our consent and the consent of the other user. You agree that other users may use your information to communicate with you in accordance with this provision. Further, you agree that you will protect other users' personal information with the same degree of care that you protect your own confidential information (using at minimum a reasonable standard of care), and you assume all liability for the misuse, loss, or unauthorized transfer of such information.
Disclaimer of Warranties. THE SYSTEM AND OUR OTHER SERVICES PROVIDED ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, ALL DATA AND CONTENT, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. WE MAKE NO OTHER WARRANTIES IN RESPECT OF ANY MATTER, INCLUDING WITHOUT LIMITATION, THE SYSTEM OR ANY OF OUR SERVICES, AND EXPLICITLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR QUIET ENJOYMENT. WE WILL NOT BE RESPONSIBLE FOR ANY THIRD PARTY’S SOFTWARE, SERVICE OR HARDWARE WE PROVIDE OR USE IN CONNECTION WITH YOUR ACCESS TO THE SYSTEM OR OUR SERVICES. WE DO NOT WARRANT THAT (A) THE OPERATION OF THE SYSTEM OR OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) ANY DEFECT OR MALFUNCTION IN THE SYSTEM IS CORRECTABLE OR WILL BE CORRECTED.
Indemnification. You will defend, indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities, obligations, judgments, causes of action, costs, charges and expenses (including, without limitation, reasonable attorneys’ fees) arising out of (a) any breach or alleged breach by you of this Agreement; (b) any failure of yours to comply with the requirements of, or obligations imposed by, any third party; and (c) any negligence, or willful or reckless actions or misconduct by you in your use of the System.
Choice of Law and Forum; Severability. This Agreement will be governed by and construed in accordance with the laws of The State of New York, without giving effect to its conflict of laws principles. If any term or provision of this Agreement is held to be invalid, void or unenforceable, then the remainder of this Agreement will not be affected, impaired or invalidated, and each such term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.