TICKETHOLDR Terms of Use

Agreement between User and Ticketholdr

 

Please read this Terms of Use agreement (the “Terms of Use”) carefully. These Terms of Use govern the use of ticketholdr.com, or the mobile applications “Ticketholdr” (hereinafter “Digital Properties”) of Ticketholdr LLC (“Ticketholdr”), and apply to all users visiting the Digital Properties, including sing the services and resources available or enabled via the Digital Properties (each a “Service” and collectively, the “Services”). By clicking on the “I Accept” or “Sign Up” button, completing the registration process, and/or browsing the website or downloading Ticketholdr’s mobile application (hereinafter “APP”), YOU ARE ENTERING INTO A BINDING CONTRACT, and you represent that (1) you have read, understand, and agree to be bound by these Terms of Use, (2) you are of legal age to form a binding contract with Ticketholdr, and (3) you have the authority to enter into the Terms of Use personally or on behalf of company you have named as the user, and to bind that company to these Terms of Use. The term “you” refers to the individual or company, as applicable, identified as the user when you registered with a Digital Property. If you do not agree to be bound by the Terms of Use, you may not access or use any Digital Property or the Services.

Please be aware that Section 14 of these Terms of Use, below, contains provisions governing how claims are resolved that you and we have against each other, including, without limitation, any claims that arose or were asserted prior to the effective date of these Terms of Use. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. Unless you opt out of the arbitration agreement: (1) you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are waiving your right to seek relief in a court of law and to have a jury trial on your claims.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY TICKETHOLDR IN ITS SOLE DISCRETION AT ANY TIME. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Digital Properties and/or the Services. Otherwise, your continued use of the Digital Properties and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. User Registry
    • 1.1The Use of the Digital Properties requires the subscription or registration of the user on the website. The registration process involves the acceptance of present terms and conditions by the User. It also requires the acceptance of Ticketholdr’s Privacy Terms.
    • 1.2Registration requires that the User is of legal age, and holds full legal and behavioral capacity, providing the information that Ticketholdr solicits in the registration form. This information will be treated as stated in the Ticketholdr Policy of Privacy and Protection of Data.
    • 1.3To carry out registration, the User must provide Ticketholdr with their full name, e-mail address, as well as their mobile phone number.
    • 1.4Once the User completes the registration form for access to the Service, they will be assigned a User ID, which will coincide with the e-mail address provided in the registration form, and a password for personal access that the User will subsequently be able to modify. The responsibility of custody and security of the User ID and password lies upon the User, who assumes responsibility of all the transactions that are carried out in virtue under their User ID and password.
    • 1.5All of the information indicated by the User throughout the procedure of registration must be authentic, exact and complete. To this effect, the User guarantees the authenticity of all data that it communicates in consequence of completing the forms necessary for the subscription of the Services. The User will also be responsible for the maintenance of all information provided to Ticketholdr, always keeping it updated in a way that corresponds, in every moment, to the current situation of the User. In all cases, the User will have sole responsibility for any false or inexact information indicated and any harm, of any sort, to Ticketholdr or to third parties caused by this false or inexact information.
  2. Ticketholdr Marketplace
    • 2.1Ticketholdr Ticket Marketplace. Ticketholdr offers an online marketplace that allows Users (as defined below) to sell (each, a “Seller”) tickets and other related items to events (each or together (as the context may require), a “Ticket”). As such, our Services are merely designed to act as a marketplace to connect Sellers to multiple selling platforms, and Ticketholdr makes no guarantee with respect (a) to the existence, quality, safety or legality of the Tickets, (b) the truth or accuracy of a Seller’s listings or content, (c) the ability of Sellers to sell Tickets or the ability of Buyers to pay for them, or (d) that a Seller or Buyer will complete any transaction.
    • 2.2No Endorsement. Unless otherwise expressly stated by Ticketholdr, the display of any Tickets or Sellers on our Digital Properties does not in any way imply, suggest or constitute an endorsement by us of those Tickets or that Seller, or any sponsorship of us by such Seller, or any other affiliation between such Seller and us.
    • 2.3Sellers set the Ticket prices/value (the “Ticket Price”) and the Ticket Prices may exceed the face value of the Ticket. Unless otherwise noted on a Ticket, on the listing or on a confirmation page or email, Tickets may be transferable, even if another person’s name appears on the face of the Ticket. Some Sellers may offer Tickets for sale, even though they may not have them in their possession at the time of their listing or completion of sale. In that case, it is still expected that all Sellers will have the Tickets delivered to you well in advance of the Event, and a failure to provide you the Tickets prior to the Event will be subject to the Buyer Guarantee. For further information regarding tickets that are not in the possession of the Seller at the time of sale, please see Section 5 regarding Speculative Ticketing. All prices for Tickets are in United States dollars.
    • 2.4Selling Tickets. Sellers are solely responsible for completing their transactions in their purchase of Tickets, including the payment of applicable fees. By committing to sell a Ticket, you are entering into a binding contract with the buyer to sell the applicable Ticket. All sales are final, and except for cancelled events. You cannot change or cancel orders after the sale is complete.
    • 2.5Tikcetholdr Properties. The Digital Properties, the Services, and the information and content available on or in the Digital Properties and the Services (as these terms are defined herein) (collectively, the “Ticketholdr Properties”) are protected by copyright laws throughout the world. Unless otherwise specified by Ticketholdr in a separate license, your right to use any Ticketholdr Properties is subject to the Terms.
    • 2.6Application License. Subject to your compliance with the Terms, Ticketholdr grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
    • 2.7You understand that Ticketholdr Properties are evolving. As a result, Ticketholdr may require you to accept updates to Ticketholdr Properties that you have installed on your computer or mobile device. You acknowledge and agree that Ticketholdr may update Ticketholdr Properties with or without notifying you. You may need to update third-party software from time to time in order to use Ticketholdr Properties.
    • 2.8Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Ticketholdr Properties or any portion of Ticketholdr Properties, including the Digital Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Ticketholdr Properties (including images, text, page layout or form) of Ticketholdr; (c) you shall not use any metatags or other “hidden text” using Ticketholdr’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Ticketholdr Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in or on the Digital Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Digital Properties for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Ticketholdr Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Ticketholdr Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Ticketholdr Properties. Any future release, update or other addition to Ticketholdr Properties shall be subject to the Terms. You further acknowledge and agree that (i) you will not access any Digital Property for the purpose of bringing a claim or action against Ticketholdr including, but not limited to patent infringement or ADA compliance, and (ii) agree that violation of the foregoing will result in a fee of not less than $50,000. Ticketholdr, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Ticketholdr Properties (in addition to any other right or remedies) shall result in the automatic and immediate termination of the licenses granted by Ticketholdr pursuant to the Terms.
  3. Ownership
    • 3.1Ticketholdr Properties. You agree that Ticketholdr and its suppliers own all rights, title and interest in Ticketholdr Properties and all content therein or thereon. You agree that you have no right or title in or to any such content or the Ticketholdr Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Digital Properties, the Services, or Ticketholdr Properties.
    • 3.2You agree that submission of any ideas, suggestions, documents, and/or proposals to Ticketholdr through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Ticketholdr has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Ticketholdr a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Ticketholdr Properties.
  4. Ownership of Content and Grant of Conditional License
    • 4.1The Site and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that reside or are viewable or otherwise discoverable on the Site, and all tickets obtained from the Site, (collectively, the “Content“) are owned by us or our licensors. We own a copyright and, in many instances, patents and other intellectual property in the Site and Content. We may change the Content and features of the Site at any time.
    • 4.2We grant you a limited, conditional, no-cost, non-exclusive, non-transferable, non-sub-licensable license to view this Site and its Content as permitted by these Terms for non-commercial purposes only if, as a condition precedent, you agree that you will not:
      • 4.2.1Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
      • 4.2.2Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you submit;
      • 4.2.3Link to any portion of the Site other than the URL assigned to the home page of the Site;
      • 4.2.4“Frame” or “mirror” any part of the Site;
      • 4.2.5Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Content;
      • 4.2.6Remove any copyright, trademark or other proprietary rights notices contained on the Site;
      • 4.2.7Use any computer program, bot, robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine, or in any way reproduce or circumvent the security structure, navigational structure, or presentation of the Content or the Site, including with respect to any CAPTCHA displayed on the Site. Operators of public search engines may use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past;
      • 4.2.8Use any automated software or computer system to search for, reserve, buy or otherwise obtain tickets, discount codes, promotional codes, vouchers, gift cards or any other items available on the Site, including sending information from your computer to another computer where such software or system is active;
      • 4.2.9Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
      • 4.2.10Access, reload, or refresh transactional event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval;
      • 4.2.11Request more than 1,000 pages of the Site in any 24-hour period, whether alone or with a group of individuals;
      • 4.2.12Make more than 800 reserve requests on the Site in any 24-hour period, whether alone or with a group of individuals;
      • 4.2.13Reproduce, modify, display, publicly perform, distribute or create derivative works of the Site or the Content;
      • 4.2.14Reproduce or scan tickets in a format or medium different from that provided by the Site;
      • 4.2.15Decode, decrypt, modify, or reverse engineer any tickets or underlying algorithms or barcodes used on or in production of tickets or the Site;
      • 4.2.16Use the Site or the Content in an attempt to, or in conjunction with, any device, program or service designed to circumvent any technological measure that effectively controls access to, or the rights in, the Site and/or Content in any way including, without limitation, by manual or automatic device or process, for any purpose;
      • 4.2.17Use ticket bot technology to search for, reserve, or purchase tickets through the Site; for the avoidance of doubt, this specifically prohibits you from using automated ticket purchasing software on the Site, and prohibits you from circumventing any security measure, access control system, or other technological control or measure on the Site that is used to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules.
      • 4.2.18This license is expressly conditioned on your preexisting agreement to comply with, and your actual compliance with, each of the provisions described in this Ownership of Content and Grant of Conditional License section. This license exists only so long as you strictly comply with each of the provisions described in this section. Any use of the Site or Content by you or anyone acting on your behalf that does not strictly comply with each and every provision in this section exceeds the scope of the license granted to you herein, constitutes unauthorized reproduction, display, or creation of unauthorized derivative versions of the Site and Content, and infringes our copyrights, trademarks, patents and other rights in the Site and Content. You will not acquire any ownership rights by using the Site or the Content.
      • 4.2.19The registered and unregistered trademarks, logos, and service marks displayed on the Site are owned by us or our licensors. You may not use our trademarks, logos, and service marks in any way without our prior written permission. You may inquire about obtaining permission by contacting Israel@ticketholdr.com.

  1. User Conduct.
    • 5.1Unauthorized Use or Access. You agree that you will not, under any circumstances:
      • 5.1.1Interfere or attempt to interfere with the proper functioning of Ticketholdr Properties or connect to or use Ticketholdr Properties in any way not expressly permitted by the Terms;
      • 5.1.2Systematically retrieve data or other content from our Ticketholdr Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
      • 5.1.3Use, display, mirror or frame Ticketholdr Properties, or any individual element within Ticketholdr Properties, Ticketholdr’s name, any Ticketholdr trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Ticketholdr’s express written consent;
      • 5.1.4Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through Ticketholdr Properties or that is in transit from or to Ticketholdr Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by Ticketholdr Properties;
      • 5.1.5Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or Ticketholdr Properties, whether through the use of a network analyzer, packet sniffer or other device;
      • 5.1.6Make any automated use of Ticketholdr Properties, or take any action that imposes or may impose (in Ticketholdr’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for Ticketholdr Properties;
      • 5.1.7Bypass any robot exclusion headers or other measures Ticketholdr takes to restrict access to Ticketholdr Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl Ticketholdr Properties, or harvest or manipulate data;
      • 5.1.8Use, facilitate, create, or maintain any unauthorized connection to Ticketholdr Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of Ticketholdr Properties; or (ii) any connection using programs, tools or software not expressly approved by Ticketholdr;
      • 5.1.9Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Ticketholdr Properties, or to obtain any information from Ticketholdr Properties;
      • 5.1.10Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      • 5.1.11Solicit or attempt to solicit personal information from other Users of Ticketholdr Properties;
      • 5.1.12Use Ticketholdr Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
      • 5.1.13Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use Ticketholdr Properties to send altered, deceptive or false source-identifying information; or
      • 5.1.14Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
    • General. In connection with your use of Ticketholdr Properties, you shall not:
      • 5.2.1Harm minors in any way;
      • 5.2.2Impersonate any person or entity, including, but not limited to, Ticketholdr personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      • 5.2.3Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
      • 5.2.4Register for more than one Account or register for an Account on behalf of an individual other than yourself;
      • 5.2.5Stalk or otherwise harass any other User of our Ticketholdr Properties; or
      • 5.2.6Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
  1. App. Stores
    • 6.1App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between you and Ticketholdr and not with the App Store. Ticketholdr, not the App Store, is solely responsible for Ticketholdr Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Ticketholdr Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Ticketholdr Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
  2. Fees, Selling Terms, and Credits
    • 7.1Service Fees. Ticketholdr may charge fees selling Tickets through our Services, as well as delivery or fulfillment fees (collectively, “Service Fees”), which is made available to you prior to buying or selling a ticket. Ticketholdr reserves the right at any time to change its Service Fees and billing methods. Ticketholdr may retain Service Fees if you do not fulfill your obligations hereunder or if the Event is cancelled. You must provide Ticketholdr with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) a condition to signing up for the Services (each, a “Payment Method”). Your Payment Provider agreement governs your use of the designated credit or debit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Ticketholdr with your credit or debit card number and associated payment information, you agree that Ticketholdr is authorized to immediately invoice your Account for all fees and charges due and payable to Ticketholdr hereunder and that no additional notice or consent is required. You agree to immediately notify Ticketholdr of any change in your billing address or the credit or debit card used for payment hereunder.
    • 7.2Event Cancellations and Postponement.
      • 7.2.1Event Cancellation. If an event is cancelled and not rescheduled (a “Cancelled Event”), Ticketholdr will remove the event and any listing related to the event from the Services, and provide Buyers with notice of the cancellation and further instructions. Buyers are required to retain their Ticket(s) with respect to Cancelled Events and send them back to Ticketholdr or to the Seller, as directed by Ticketholdr. A Buyer will receive a refund or, subject to applicable state laws, a credit, to be determined in Ticketholdr’s sole discretion, once the Buyer has sent back the Ticket(s) in the manner and within the timeline given by Ticketholdr, and the Seller will not receive the Ticket Price. Please note that certain states require the refund of a Ticket if an event is cancelled and Ticketholdr’s refund policy is intended at all times to comply with all applicable state laws. If you did not receive a refund for a canceled event but believe that you are entitled to one under applicable state law, please contact Ticketholdr immediately at Israel@Ticketholdr.com.
      • 7.2.2Event Postponement. If an event is postponed, Ticketholdr will work with Sellers, on a case-by-case basis, to attempt to resolve the issues. Refunds or credits will not be issued for postponed events, unless they are cancelled.
      • 7.2.3Other Event Changes. Ticketholdr is not responsible for any other event changes, such as partial performances, venue, line-up or time changes. No refunds or credits will be issued under such circumstances.

    • 7.3Taxes. Ticketholdr’s Service Fees do not include any applicable Sales Tax. If any Services, or payments for any Services or Tickets, under the Terms are subject to Sales Tax in any jurisdiction, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Ticketholdr for any liability, penalties, interest or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Ticketholdr is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
    • 7.4Withholding Taxes. You agree to make all payments of fees to Ticketholdr free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Ticketholdr will be your sole responsibility, and you will provide Ticketholdr with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
    • 7.5Third Party Payment Provider. Ticketholdr uses Adyen and Braintree for payment processing services. By using the Braintree (a division of PayPal, Inc.) payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells. By using the Adyen payment processing services, you agree to the Adyen Terms available at https://docs.adyen.com/legal/terms-conditions and the applicable bank agreement (Wells Fargo).
    • 7.6You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: Israel@Ticketholdr.com.
  3. Indemnification. You agree to indemnify and hold Ticketholdr, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Ticketholdr Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) as a Seller, the content of your listings and any errors, inaccuracies or omissions therein; (b) your use of, or inability to use, Ticketholdr Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any end users of the Services; (e) your violation of any applicable laws, rules or regulations; or (f) any disputes or claims between you and any other User. Ticketholdr reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ticketholdr in asserting any available defenses. This provision does not require you to indemnify any of the Ticketholdr Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Digital Properties or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Ticketholdr Properties.
  4. Disclaimer of Warranties and Conditions.
    • 9.1As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF TICKETHOLDR PROPERTIES IS AT YOUR SOLE RISK, AND TICKETHOLDR PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TICKETHOLDR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE, APPLICATION OR SERVICERS.
    • 9.2TICKETHOLDR PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) TICKETHOLDR PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF TICKETHOLDR PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF TICKETHOLDR PROPERTIES WILL BE ACCURATE OR RELIABLE.
    • 9.3THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TICKETHOLDR MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
    • 9.4NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TICKETHOLDR OR THROUGH TICKETHOLDR PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
    • 9.5FROM TIME TO TIME, TICKETHOLDR MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TICKETHOLDR’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
    • 9.6No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT TICKETHOLDR PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TICKETHOLDR PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
    • 9.7No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF TICKETHOLDR PROPERTIES. YOU UNDERSTAND THAT TICKETHOLDR DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OR LISTINGS OF USERS OF TICKETHOLDR PROPERTIES. ANY TICKETS PURCHASED OR SOLD THROUGH TICKETHOLDR PROPERTIES ARE AT YOUR OWN RISK, AND TICKETHOLDR MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY TICKET IS VALID, THAT ANY BUYER WILL PAY FOR A TICKET, THAT ANY SELLER WILL SELL A VALID TICKET, OR THAT ANY PARTY WILL COMPLETE A TRANSACTION.
  5. Limitation of Liability.
    • 10.1Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TICKETHOLDR PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH TICKETHOLDR PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT TICKETHOLDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF TICKETHOLDR PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE TICKETHOLDR PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH TICKETHOLDR PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON TICKETHOLDR PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO TICKETHOLDR PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TICKETHOLDR PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TICKETHOLDR PARTY’S NEGLIGENCE; FOR(B) ANY INJURY CAUSED BY A TICKETHOLDR PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY DAMAGES THAT CANNOT BE DISCLAIMED BY APPLICABLE LAW.
    • 10.2Cap on Liability. UNDER NO CIRCUMSTANCES WILL TICKETHOLDR PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO TICKETHOLDR BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TICKETHOLDR PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TICKETHOLDR PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A TICKETHOLDR PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    • 10.3User Information. EXCEPT FOR TICKETHOLDR’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN TICKETHOLDR’S PRIVACY POLICY, TICKETHOLDR ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY PERSONALIZATION SETTINGS.
    • 10.4Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TICKETHOLDR AND YOU.
  6. Remedies
    • 11.1If Ticketholdr becomes aware of any possible violations by you of the Terms, Ticketholdr reserves the right to investigate such violations. If, as a result of the investigation, Ticketholdr believes that criminal activity has occurred, Ticketholdr reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Ticketholdr is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Ticketholdr Properties in Ticketholdr’s possession in connection with your use of Ticketholdr Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to your requests for customer service, or (4) protect the rights, property or personal safety of Ticketholdr, its Users or the public, and all enforcement or other government officials, as Ticketholdr in its sole discretion believes to be necessary or appropriate.
    • 11.2In the event that Ticketholdr determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Ticketholdr Properties, Ticketholdr reserves the right to:
    • 11.3Warn you via e-mail (to any e-mail address you have provided to Ticketholdr) that you have violated the Terms;
    • 11.4Discontinue your registration(s) with the any of Ticketholdr Properties, including any Services;
    • 11.5Pursue any other action which Ticketholdr deems to be appropriate.
  7. Term and Termination.
    • 12.1The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Ticketholdr Properties, unless terminated earlier in accordance with the Terms.
    • 12.2Prior Use. Notwithstanding the foregoing, if you used Ticketholdr Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Ticketholdr Properties (whichever is earlier) and will remain in full force and effect while you use Ticketholdr Properties, unless earlier terminated in accordance with the Terms.
    • 12.3Termination of Services by Ticketholdr. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if Ticketholdr is required to do so by law (e.g., where the provision of the Digital Properties or the Services is, or becomes, unlawful), Ticketholdr has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Ticketholdr’s sole discretion and that Ticketholdr shall not be liable to you or any third party for any termination of your Account.
    • 12.4Termination of Services by You. If you want to terminate the Services provided by Ticketholdr, you may do so by ceasing to use the Services.
    • 12.5Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Ticketholdr will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
    • 12.6No Subsequent Registration. If your registration(s) with or ability to access Ticketholdr Properties is discontinued by Ticketholdr due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Ticketholdr Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Ticketholdr Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Ticketholdr reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
  8. International Users. Ticketholdr Properties can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that Ticketholdr intends to announce such Services in your country. Ticketholdr Properties are controlled and offered by Ticketholdr from its facilities in the United States of America. Ticketholdr makes no representations that Ticketholdr Properties are appropriate or available for use in other locations. Those who access or use Ticketholdr Properties from other countries do so at their own volition and are responsible for compliance with local law.
  9. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Ticketholdr and limits the manner in which you can seek relief from us.
    • 14.1Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Digital Properties, to any products sold or distributed through the Digital Properties, or to any aspect of your relationship with Ticketholdr, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Ticketholdr may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Arbitration Agreement or any prior version of this Agreement.
    • 14.2Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Ticketholdr will pay them for you. In addition, Ticketholdr will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    • 14.3Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Ticketholdr. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
    • 14.4Waiver of Jury Trial. YOU AND TICKETHOLDR HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ticketholdr are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    • 14.5Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in United States District Court for the Northern District of California. All other claims shall be arbitrated.
    • 14.630-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Ticketholdr Legal Department, [insert address] within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Ticketholdr username (if any), the email address you used to set up your Ticketholdr account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
    • 14.7Except as provided in subsection 14.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
    • 14.8Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ticketholdr.
    • 14.9Notwithstanding any provision in this Agreement to the contrary, we agree that if Ticketholdr makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Ticketholdr at the following address: Ticketholdr Legal Department, [insert address]
  10. General Provisions.
    • 15.1Electronic Communications. The communications between you and Ticketholdr use electronic means, whether you visit Ticketholdr Properties or send Ticketholdr e-mails, or whether Ticketholdr posts notices on Ticketholdr Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Ticketholdr in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ticketholdr provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    • 15.2You hereby release Ticketholdr Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from the purchase, sale, advertising, markqeting and promotion of Tickets via the Ticketholdr Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Ticketholdr Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Digital Properties or any Services provided hereunder.
    • 15.3The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Ticketholdr’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    • 15.4Force Majeure. Ticketholdr shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    • 15.5Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Ticketholdr Properties, please contact us at: Israel@Ticketholdr.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    • 15.6Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Ticketholdr agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in the United States District Court for the Northern District of California.
    • 15.7Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
    • 15.8Where Ticketholdr requires that you provide an e-mail address, you are responsible for providing Ticketholdr with your most current e-mail address. In the event that the last e-mail address you provided to Ticketholdr is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Ticketholdr’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ticketholdr at the following address: Ticketholdr Legal Department, [insert address]. Such notice shall be deemed given when received by Ticketholdr by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    • 15.9Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • 15.10If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    • 15.11Export Control. You may not use, export, import, or transfer Ticketholdr Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Ticketholdr Properties, and any other applicable laws. In particular, but without limitation, Ticketholdr Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Ticketholdr Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Ticketholdr Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Ticketholdr are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Ticketholdr products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    • 15.12Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
    • 15.13You acknowledge and agree that (i) the Terms are concluded between you and Ticketholdr only, and not Apple, and (ii) Ticketholdr, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
    • 15.14You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
    • 15.15In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Ticketholdr and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Ticketholdr.
    • 15.16You and Ticketholdr acknowledge that, as between Ticketholdr and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    • 15.17You and Ticketholdr acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Ticketholdr and Apple, Ticketholdr, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
    • 15.18You and Ticketholdr acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
    • 15.19Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
    • 15.20Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.