User Agreement

User Agreement

As a condition of any use of this website as a Buyer or Seller or otherwise, You agree to the terms of this User Agreement (this “Agreement”).

1. Definitions

1.1 Binding Acceptance: “Binding Acceptance” is defined in Section 3.4.3.

1.2 Buyer: “Buyer” means any person who is seeking to purchase or has purchased a seat license through the Website. “Buyer” includes You when You seek to purchase or have purchased a seat license through the Website. “Buyer” means the person purchasing from You when You are acting as a Seller.

1.3 Buyer’s Transfer Fee: The “Buyer’s Transfer Fee” is a transfer fee that Buyer pays to STR, and is currently the greater of (1) 5% of the final sales price or (2) $250.00.

1.4 Guarantee: The “Guarantee” means the obligations and guarantees of STR provided in Section 2.2.

1.5 Seller: “Seller” means any person who is seeking to sell or has sold a seat license through the Website. “Seller” includes You when You seek to sell or have sold a seat license through the Website. “Seller” means the person selling to You when You are acting as a Buyer.

1.6 Seller’s Transfer Fee: The Seller’s Transfer Fee” is a transfer fee that Seller pays to STR and is currently the greater of (1) 5% of the final sales price or (2) $250.00.

1.7 Transaction Completion: “Transaction Completion” is defined in Section 3.4.9.

1.8 STR: “STR” means STR Marketplace, LLC d/b/a SeasonTicketRights.com.

1.9 Seat License Source: The “Seat License Source” means a team, venue, or other source of a seat license.

1.10 Website: The “Website” means the website at http://www.seasonticketrights.com/.

1.11 You: “You” means you, the user of this Website.

2. STR rights, duties, and exclusion of duties

2.1 Your Use of the Website: Upon condition that You comply with this Agreement and all rules on the Website, STR will permit You to list seat licenses for sale on the Website and to bid on seat licenses listed on the Website. STR may, in its sole discretion, prohibit You or any other person from use of the Website.

2.2 The Guarantee: STR guarantees to You the following.

SellerSecure Guarantee: STR guarantees that, after Transaction Completion, Seller will receive from STR the final sales price less the Seller’s Transfer Fee.

BuyerSecure Guarantee: STR guarantees that, if STR receives Buyer’s payment and if Transaction Completion does not occur, then Buyer will receive from STR a refund of Buyer’s payment.

THIS GUARANTEE DOES NOT APPLY TO ANY LOSS OR MODIFICATION OF THE SEAT LICENSE AFTER TRANSACTION COMPLETION OR TO ANY CLAIM OR COMPLAINT THAT BUYER MAY HAVE CONCERNING SALE AND PURCHASE OF THE CURRENT SEASON TICKETS, PARKING PASSES, PLAYOFF TICKETS, AND/OR OTHER EVENT TICKETS RELATING TO THE SEAT LICENSE.

Notwithstanding the foregoing, STR may suspend any payments to You pending any investigation permitted under this Agreement.

2.3 Modification or Deletion of Listings: STR may modify or delete any listing on the Website if:

1. You violate any term of this Agreement or any rule or requirement on the Website;

2. STR cannot verify any information that You provide;

3. STR determines that the listing must be modified or deleted to avoid liability for STR or You or any other person.

2.4 Website Maintenance and Interruption: STR may at any time modify, suspend, or discontinue, temporarily or permanently, the Website or any part of the Website without notice. STR shall not be liable for any modification, suspension or discontinuance of the Website or any services relating to this Agreement. STR does not warrant continuous, uninterrupted or secure access to the Website.

2.5 Reports to Government: STR may report to any governmental agency or authority or to any Seat License Source any activity that STR believes may violate any law or regulation.

2.6 Enforcement: You have the right to enforce against Buyer or Seller any right that You may have under this Agreement and to enforce against Buyer or Seller any duty under this Agreement that may benefit You. STR has no obligation to enforce for Your benefit any right or obligation against Seller or Buyer under this Agreement. However, STR, in its sole discretion, may enforce any provision of this Agreement against Buyer or Seller and may assist You (or Buyer or Seller) in the enforcement of this Agreement against Buyer or Seller. The foregoing disclaimer shall not be construed as a waiver of enforcement of rights by STR.

2.7 Assignment and Release of Rights to Interest on Money: You agree that STR may earn or accrue interest on any money held by STR during any transaction under this Agreement, and you assign to STR (and agree to assign) all rights that You may have now or in the future to any earned or accrued interest on any money held by STR during any transaction under this Agreement, and You release any claim that You may have, now or in the future, to any such earned or accrued interest.

3. Your Duties and Conditions of Your Use of the Website

Each of the following is Your duty and is a condition of Your use of the Website.

3.1 Registration, Name and Password: You shall register and provide all required information for registration as a condition to any transaction using the Website. You shall not register under a false name or using any other false information. You assume all obligations for any transaction relating to your registration, user name, or password. You shall protect the security of your user name and password.

3.2 Sales Must be through the Website: So long as You have listed a seat license on the website, You shall not sell your seat licenses offered on this Website to any person who has contacted you through this Website or to any person identified through information provided by this Website. You shall not complete any transaction begun on the Website without paying to STR the required Buyer’s Transfer Fee or Seller’s Transfer Fee, as the case may be.

3.3 Information: You shall provide only accurate and complete information for any transaction using the Website. You shall not provide any information to STR or list any information on the Website that is false, inaccurate, misleading, fraudulent, obscene or defamatory. You shall promptly provide to STR all information required on the Website or by any communication from STR. You shall promptly remove, correct or modify all information when any information becomes incorrect, incomplete, or misleading and STR may remove any such information if it so elects.

3.4 Chronology of a Transaction and Your Obligations:

3.4.1 Listing a Seat License; Seller’s Sale of Exclusive Option to Purchase to STR: If You have registered, then, subject to the discretion of STR, You may list seat licenses for sale on the Website. By listing a seat license for sale, You sell to STR an exclusive, transferable option to purchase the seat license at no cost (the “Exclusive Option to Purchase”) exercisable only as provided in this Agreement. In consideration of the Exclusive Option to Purchase, STR agrees to permit you to list the seat license on the website and agrees either to pay You the amount described in this Section 3.4 at the time provided in this Section 3.4 or to terminate the Exclusive Option to Purchase. You shall not list any seat license for sale on the Website unless you have full authority to assign the rights in the seat license (other than the required consent of the Seat License Source). Seller may terminate a listing by notice to STR at anytime before Binding Acceptance or after termination of the transaction as provided in Section 3.4.9. Termination of a listing is also termination of the Exclusive Option to Purchase.

3.4.2    Offer to Buy: If You have registered, then, subject to the discretion of STR, You may submit through the Website an offer for a price to purchase the Exclusive Option to Purchase (an “Offer to Buy”).  Subject to the discretion of the STR,  a buyer may submit an Offer to Buy on a maximum of three (3) listings at any one time.  If any one of a Buyer’s Offers to Buy reaches Binding Acceptance all of the Buyer’s remaining Offers to Buy will terminate, unless otherwise determined by the STR.  Buyer’s Offer to Buy shall be binding upon Buyer until the offer terminates.  An Offer to Buy shall terminate forty-eight (48) hours after Buyer submits the offer or earlier if Buyer provides notice to STR of termination of the Offer to Buy before Binding Acceptance has occurred.  STR shall have sole discretion to determine whether a termination of an Offer to Buy has occurred before Binding Acceptance has occurred.  If STR determines that Binding Acceptance has occurred before termination of an Offer to Buy, then Buyer shall be bound as provided in the last sentence of Section 3.4.3.  Buyer shall provide an Offer to Buy only in the form and manner prescribed by the rules of the Website. 

3.4.3    Counter Offer:  A seller may, in the process of rejecting an Offer to Buy, submit a Counter Offer to a Buyer (a “Counter Offer”).  Seller’s Counter Offer will be binding upon a seller until the Counter Offer terminates.  A Counter Offer shall terminate forty-eight (48) hours after Seller submits the Counter Offer or earlier if Seller provides notice to STR of termination of the Counter Offer before Binding Acceptance has occurred.  STR shall have sole discretion to determine whether a termination of a Counter Offer has occurred before Binding Acceptance has occurred.  If STR determines that Binding Acceptance has occurred before termination of a Counter Offer, then Seller shall be bound to proceed with the Transaction.  Seller shall provide a Counter Offer only in the form and manner prescribed by the Website. 

3.4.5 BINDING AGREEMENT ON TICKET SALE: After Binding Acceptance, Buyer and Seller shall agree on the terms of the ticket sale, including, but not limited to, the sale and purchase of the current season tickets, parking passes, playoff tickets, other event tickets relating to the seat license, and/or any payments already made or currently due on the Seller’s account with the Seat License Source. A “Binding Agreement on Ticket Sale” shall exist when Buyer and Seller each provide notice to STR of their agreement to the specific terms. You shall be deemed to have given confirmation to STR regarding the specific terms if:

(1) You provide confirmation to STR by written or electronic notice, or

(2) You fail to respond (within the time required or requested by STR) to a request by STR for confirmation.

Buyer and Seller may only amend this Binding Agreement on Ticket Sale by written confirmation from both Buyer and Seller. Buyer and Seller should notify STR of any amendment to the Binding Agreement on Ticket Sale.

Communication on the Website’s Message Center shall not constitute a Binding Agreement on Ticket Sale.  The Message Center is for communication purposes between buyer and seller and shall not be considered written or electronic notice to STR.

3.4.6 Payments After Binding Acceptance; STR’s Sale of Exclusive Option to Purchase to Buyer: After Binding Acceptance and after receipt of payment instructions from STR, then:

(1) no later than four (4) calendar days after receipt of the payment instructions from STR, Buyer shall confirm to STR Buyer’s receipt of the payment instructions and Buyer’s intent to timely pay all amounts due, and

(2) no later than five (5) business days after receipt of the payment instructions from STR, Buyer shall pay to STR the final sales price plus Buyer’s Transfer Fee and any other amounts required by the rules of the Website.

The Buyer’s Transfer Fee is an amount that Buyer shall pay to STR in addition to the final sales price. Upon STR’s receipt of Buyer’s full payment, STR shall sell the Exclusive Option to Purchase to Buyer.

3.4.7 Cooperation to Effect Transfer; Buyer’s Election to Exercise the Exclusive Option to Purchase: After full payment has been submitted by Buyer to STR, STR will provide transfer instructions to Buyer and Seller, which will include the contact information for Buyer and Seller. Buyer and Seller each agree to cooperate with STR, the other party (Buyer or Seller), and the Seat License Source, to complete the transfer of the seat licenses from Seller to Buyer, including execution and delivery of any necessary documents and participation in telephone calls if requested by STR. Unless otherwise agreed by Seller, Buyer shall be responsible for paying to the Seat License Source any fees or other amounts that the Seat License Source may require to complete transfer of the seat licenses from Seller to Buyer. After receipt of transfer instructions from STR, then:

(1) no later than ten (10) calendar days after receipt of transfer instructions from STR, Buyer shall execute and deliver to the Seat License Source, the Seller, or STR all documents that will be required from Buyer to begin the transfer of the seat licenses by the Seat License Source, and

(2) no later than ten (10) calendar days after receipt of transfer instructions from STR, Seller shall execute and deliver to the Seat License Source, Buyer, or STR all documents that will be required from Seller to begin the transfer of the seat licenses by the Seat License Source.

Buyer’s completion of this Section 3.4.7 shall be evidence of Buyer’s election to exercise the Exclusive Option to Purchase.

3.4.8 Verification of Transfer: Buyer and Seller each shall be responsible for reviewing all materials and information to ensure that all transfer documents are correct and to ensure that the Seat License Source has transferred or will transfer the correct seat licenses. You acknowledge that STR acts solely as a facilitator for the transaction between You, the other party, and the Seat License Source. Buyer and Seller should constantly verify all information relating to the seat licenses from the posting of the seat licenses for sale until Transaction Completion, including, but not limited to, any description given by Buyer, Seller, or STR regarding the location of the seat licenses or any amenities or benefits associated with the seat licenses. Verification of the transfer and verification of all information relating to the seat licenses is the duty of both Buyer and Seller, and not STR. Buyer and Seller each agree to cooperate with STR, the other party (Buyer or Seller), and the Seat License Source to complete and to verify the transfer of the seat licenses, including execution and delivery of any necessary documents and participation in telephone calls if requested by STR. You shall deliver to STR any requested documents and materials relating to the seat license transaction and transfer.

Before Transaction Completion has occurred, if Buyer or Seller discovers any issues or errors regarding the seat licenses or the transfer of the seat licenses (not including issues or errors relating to sale and purchase of the current season tickets, parking passes, playoff tickets and/or other event tickets relating to the seat license), then:

(1) Buyer and Seller each shall provide notice to STR of the issues or errors; and

(2) Buyer and Seller shall work together in good faith to attempt to correct the issues or errors for a reasonable period of time; and,

(3) If any issue or error is not resolved to the reasonable satisfaction of both Buyer and Seller, then:

i. Buyer or Seller may request that STR exercise its discretion to terminate the transaction pursuant to 3.4.8(3); and,

ii. If the transfer of the seat licenses with the Seat License Source has occurred, then Buyer or Seller will need to cooperate with the Seat License Source to transfer the seat licenses from Buyer to Seller; and

iii. STR will determine, in its sole discretion if You should reimburse the other party (Buyer or Seller) for any fees or other amounts that result from the termination of this transaction; and

iv. You are still bound by Section 3.2 and may not complete the transaction with Buyer or Seller outside of the site without paying STR the required Buyer’s Transfer Fee (in the case of Buyer) and the required Seller’s Transfer Fee (in the case of Seller).

3.4.9 Termination of a Transaction: A Buyer or Seller may terminate a transaction only as provided in this Section. Upon such termination, Transaction Completion will be deemed as having not occurred, and the Exclusive Option to Purchase shall return to STR. If a transaction is terminated, You are still bound by Section 3.2 and may not complete the transaction with Buyer or Seller outside of the site without paying STR the required Buyer’s Transfer Fee (in the case of Buyer) and the required Seller’s Transfer Fee (in the case of Seller).

1. Termination Before Transaction Completion:

(1) If Binding Agreement on Ticket Sale as described in Section 3.4.5 does not occur within four (4) calendar days after Binding Acceptance and if Transaction Completion has not occurred, then,

before Binding Agreement on Ticket Sale occurs, either Buyer or Seller may terminate the transaction by written or electronic notice to STR.

(2) If Buyer has not timely provided the confirmation regarding payment required by Section 3.4.6(1) and if Transaction Completion has not occurred, then,

before Buyer provides actual confirmation regarding payment (though untimely), Seller may terminate the transaction by written or electronic notice to STR.

(3) If Buyer has not timely made the payments required by Section 3.4.6(2) and if Transaction Completion has not occurred, then,

before Buyer makes actual payment (though untimely), Seller may terminate the transaction by written or electronic notice to STR.

(4) If Buyer has not delivered all documents that will be required from Buyer to begin the transfer of the seat licenses by the Seat License Source within the time provided in Section 3.4.7 and if Transaction Completion has not occurred, then,

before Buyer delivers all necessary documents (though untimely), Seller may terminate the transaction by written or electronic notice to STR.

(5) If Seller has not delivered all documents that will be required from Seller to begin the transfer of the seat licenses by the Seat License Source within the time provided in Section 3.4.7 and if Transaction Completion has not occurred, then,

before Seller delivers all necessary documents (though untimely), Buyer may terminate the transaction by written or electronic notice to STR.

2. No Right of Termination After Transaction Completion: Neither Buyer nor Seller have any right of termination or rejection after Transaction Completion has occurred. STR SHALL HAVE NO RESPONSIBILITY FOR ASSISTING THE PARTIES TO CORRECT ERRORS DISCOVERED AFTER TRANSACTION COMPLETION. However, as between You and the other party (Buyer or Seller), You shall cooperate with the other party and the Seat License Source to correct any errors discovered after Transaction Completion.

3. Termination by STR: At any time before Transaction Completion, for reasons relating to allegations or concerns of misconduct, breach, or fraud, or otherwise for reasons relating to the integrity of the Website, STR may, in its sole discretion, terminate the transaction by notice to Buyer and Seller, and may, in its sole discretion, revoke the privilege of the use of the Website by Buyer or Seller and may, in its sole discretion, release Buyer and Seller from the prohibition against completing the transaction outside the Website.

You shall be deemed to agree to terminate a transaction (1) if You provide written or electronic notice of your agreement to terminate a transaction or (2) if You fail to respond (within the time required or requested by STR) to a request by STR for notice whether you agree to terminate a transaction.

3.4.10 Transaction Completion: In the determination whether Transaction Completion has occurred, You shall abide by the rules of the Website and the sole determination of STR. “Transaction Completion” shall occur as follows:

Transaction Completion Before Transfer by the Seat License Source: STR may determine that Transaction Completion has occurred before the actual transfer by the Seat License Source has occurred as follows:

1. STR will provide Seller with the STR Transaction Agreement For Seat Licenses provided at Attachment A that Seller must sign before a notary public in order to agree that STR determine Transaction Completion has occurred before the actual transfer by the Seat License Source has occurred.

2. STR will provide Buyer with the STR Transaction Agreement For Seat Licenses provided at Attachment A before Buyer submits payment to STR as described in Section 3.4.5. Unless Buyer notifies STR that Buyer does not agree that STR determine Transaction Completion has occurred before the actual transfer by the Seat License Source has occurred, then Buyer’s payment as described in Section 3.4.5 will be evidence of Buyer’s agreement to and execution of the STR Transaction Agreement For Seat Licenses and Buyer’s agreement that STR determine Transaction Completion has occurred before the actual transfer by the Seat License Source has occurred.

3. In accordance with the delivery instructions provided by STR, Seller must provide to STR and Buyer a fully-executed copy of the STR Transaction Agreement For Seat Licenses provided at Attachment A, which STR will provide to Seller to sign before a notary public.

4. In accordance with the delivery instructions provided by STR, Seller must provide to STR:

A. Proof of ownership of the seat licenses, reasonably satisfactory to STR;

B. Photocopy of the owner’s driver’s license or passport;

C. Photocopy of Seller’s driver’s license or passport if Seller is not the owner of the seat licenses.

6. STR may determine that Transaction Completion has occurred when STR determines, to its reasonable satisfaction based on information from one or more of the Buyer, Seller, or the Seat License Source, that:

A. Buyer and Seller have fully complied with items 1, 2, 3, and 4 above;

B. Buyer and Seller have fully complied with Section 3.4.6 and Section 3.4.7;

C. Seat License Source has received all necessary documents from Buyer and Seller to begin the transfer of the seat licenses (unless Buyer notifies STR to waive this requirement for Transaction Completion).

You shall be deemed to have given confirmation to STR regarding the items A, B and C immediately above if:

1. You provide confirmation to STR by written or electronic notice, or

2. You fail to respond (within the time required or requested by STR) to a request by STR for confirmation, or

3. You provide timely notice of an issue or error regarding the seat licenses or the seat license transfer as described in Section 3.4.8, but You fail to identify any valid issue or error regarding the seat licenses or the seat license transfer to the reasonable satisfaction of STR.

Transaction Completion After Transfer by the Seat License Source: If Buyer and Seller do not agree to Transaction Completion Before Transfer by the Seat License Source, then Transaction Completion will occur when STR determines, to its reasonable satisfaction based on information from Buyer, Seller, or the Seat License Source, that the transfer of the seat licenses from Seller to Buyer by the Seat License Source has occurred.

3.4.11 Payments by STR upon Transaction Completion: Within two (2) business days after “Transaction Completion”, STR will pay the appropriate amounts to Seller as prescribed by the rules of the Website. The Website rules currently require that both Buyer and Seller pay a transfer fee to STR. The Buyer’s Transfer Fee and the Seller’s Transfer Fee are currently calculated as a percentage of the final sales price. The Seller’s Transfer Fee is an amount that STR will deduct from the amount that STR pays Seller upon Transaction Completion.

3.4.12 Remedies Relating to Transaction Completion Before Transfer by the Seat License Source:

A. NO REMEDY AGAINST STR: YOU UNDERSTAND AND AGREE THAT STR SHALL HAVE NO OBLIGATION OR LIABILITY TO YOU IF THE TRANSFER DOES NOT OCCUR AFTER TRANSACTION COMPLETION. YOU UNDERSTAND AND AGREE THAT YOUR SOLE RECOURSE, IF ANY, IF THE TRANSFER DOES NOT OCCUR AFTER TRANSACTION COMPLETION SHALL BE AGAINST THE OTHER PARTY (BUYER OR SELLER).

B. REMEDY IF SEAT LICENSE SOURCE FAILS TO TRANSFER NOT DUE TO BUYER FAULT: If Transaction Completion occurs before the actual transfer by the Seat License Source has occurred, and if the Seat License Source later fails to transfer the seat licenses through no fault of Buyer (as determined by STR in its reasonable discretion) regardless of Seller fault, then Seller shall:

1. promptly reimburse Buyer for all payments made by Buyer to STR; and

2. promptly reimburse Buyer for any other fees or expenses incurred by Buyer in connection with the seat licenses; and

3. promptly reimburse Buyer for all reasonable attorneys’ fees and expenses in connection with Buyer’s attempts to enforce this Agreement by Buyer against Seller; and

4. promptly reimburse STR for all reasonable attorneys’ fees and expenses in connection with STR’s attempts to enforce this Agreement against Seller.

C. REMEDY IF SEAT LICENSE SOURCE FAILS TO TRANSFER DUE TO BUYER FAULT: If Transaction Completion occurs before the actual transfer by the Seat License Source has occurred, and if the Seat License Source later fails to transfer the seat licenses because of the fault of Buyer (as determined by STR in its reasonable discretion) regardless of any fault of Seller, then Buyer shall have no remedy against Seller.

3.5 Rules and Requirements: You shall comply with all rules and conditions contained in this Agreement or elsewhere on the Website.

3.6 Illegal Activities: You shall not use the Website in any way that would involve the sale of counterfeit or stolen items or that would involve any illegal activities or otherwise violate any law, statute, ordinance or regulation. You shall not use the Website for any illegal purposes.

3.7 Intellectual Property: You shall not use the Website in any way or engage in any activities relating to the Website that infringes any intellectual property of any third party, including, without limitation, patents, copyrights, trademark, trade secret rights, rights of publicity, and rights of privacy.

3.8 Viruses: You shall not provide any communication to the Website, directly or indirectly, that contains any virus, “time bomb”, phishing, or any programming intended to damage, interfere with, intercept or expropriate any system, data or personal information.

3.9 Other Agreements: You shall execute all consents and similar agreements required for any agreed transaction.

3.10 Obscene materials: You shall not use the Website in any way in connection with pornography or obscene materials.

3.11 Investigations: You shall cooperate with any investigation by STR concerning any activities related to the Website and shall promptly provide to STR any information required for any investigation.

4. Indemnity, Exclusions, Release

4.1 Your Indemnity of STR: You shall indemnify, defend, and hold STR and its owners, affiliates, officers, directors, attorneys, agents and employees, harmless from all damages and expenses, including reasonable attorney’s fees, relating: (1) to any claim by any third party relating to Your use of the Website or (2) to any taxes of any kind, including, without limitation, sales, income and ad valorem taxes due for any purchase or sale of a seat license relating to this Agreement.

4.2 Exclusion of Warranties: STR excludes any warranty that You will complete any single transaction. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, STR PROVIDES THE WEBSITE AND ALL SERVICES “AS IS” AND “AS AVAILABLE”. STR MAKES NO WARRANTY WITH RESPECT TO ANY SEAT LICENSES, THE WEBSITE, OR ANY SERVICES RELATING TO THE WEBSITE. STR MAKES NO WARRANTY THAT SELLER OR BUYER WILL PERFORM AS PROMISED. STR EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 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.

4.3 Exclusion of Certain Damages: STR shall not be liable for any lost profits or special, consequential, incidental, indirect, special, or exemplary damages relating to any seat licenses, the sale of any seat licenses, the failed sale of any seat licenses, the Website or any services relating to the Website. STR’s liability to You or anyone else in any circumstance is limited to the payments described in the Guarantee. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply.

5. Intellectual Property Ownership and Enforcement

Nothing in this agreement confers to You any right in any STR intellectual property except the permission expressly granted in this Agreement to list, purchase or sell seat licenses through the Website. All intellectual property shall remain the sole property of STR. In addition to any other rights and remedies STR may have, STR may seek injunctive relief from any court of competent jurisdiction for any violation or infringement of its intellectual property. You consent to the exclusive personal jurisdiction and venue of the federal and state courts in Houston, Texas for any such action.

6. General Terms

6.1 Entire Agreement: This Agreement is the entire agreement between the parties pertaining to the Website and use of the Website and supersedes all prior agreements and understandings relating thereto, written or oral.

6.2 Modification: STR may modify this Agreement by posting the modified Agreement on the Website. The modified Agreement shall be effective when posted on the Website for any transactions begun after the posting. The modified Agreement shall be effective for any ongoing transactions if You continue to use the Website after the modified Agreement has been posted. No amendment, modification or supplement of any provision of this Agreement shall be valid except as provided in this section.

6.3 Independent Relationship: You and STR are independent contractors. Nothing in this Agreement creates any relationship between You and STR of agency, partnership, joint venture, employer-employee, or franchisor-franchisee.

6.4 Notices: Except as expressly provided, to provide any notice to STR under this Agreement, You must provide notice by email, addressed as provided on the Website, or by certified mail, return receipt requested, addressed as follows:

SeasonTicketRights.com

3120 Southwest Freeway, Suite 615

Houston, Texas 77098

Except as expressly provided, STR shall provide notice to You under this Agreement by posting on the Website or to the email address that You provide during registration.

6.5 Governing Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, notwithstanding its conflicts of law rules. All disputes relating to this Agreement (including any disputes relating to any transactions conducted using the Website) shall be resolved in the state or federal courts in Harris County, Texas, unless the parties to the dispute agree otherwise.

6.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected.

6.7 Assignability: You may not assign or transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of STR, which STR can refuse in its sole discretion.

6.8 Beneficiaries: The suppliers and partners of STR are third-party beneficiaries of this Agreement.

ATTACHMENT A

Listing (insert listing number)

STR TRANSACTION AGREEMENT FOR SEAT LICENSES

This STR Transaction Agreement For Seat Licenses (this “Agreement”) is between Buyer, Seller, and SeasonTicketRights.com, LLC (“STR”) and is effective when agreed to by all parties. Buyer and Seller agree, and Buyer and Seller each represent to STR as follows.

1. Definitions and Agreed Facts

1.1 Buyer and Seller each have agreed and do agree to all terms of the User Agreement listed on the website
www.seasonticketrights.com (the “Website”), and Buyer and Seller understand that their agreement to the User Agreement is a condition of their use of the Website and completion of this transaction.

1.2 “Buyer” is: (insert name of buyer)

1.3 “Seller” is (insert name of seller)

1.4 “Seat License Source” is: (insert name of seat license source)

1.5 The “Seat Licenses” covered by this Agreement are for the following seat location: (insert seat location)

1.6 As described in Section 3.4.3 of the User Agreement, Buyer and Seller have agreed to a final sales price for the Seat Licenses in the amount of: (insert offer amount)

1.7 As described in Section 3.4.4 of the User Agreement, Buyer and Seller have agreed to the following terms of the ticket sale. Buyer and Seller may only amend this Binding Agreement on Ticket Sale by written confirmation from the other party (Buyer or Seller). Buyer and Seller should notify STR of any amendment to the Binding Agreement on Ticket Sale. (insert ticket terms)

1.8 As described in Section 3.4.5 and Section 3.4.6 of the User Agreement, Buyer has paid STR (insert received amount), which equals the final sales price accepted by Seller plus the Buyer’s transaction fee paid to STR to facilitate the transaction.

1.9 As described in Section 3.4.9 and Section 3.4.10 of the User Agreement, STR is scheduled to pay Seller (insert payout amount),which equals the final sales price accepted by Seller of minus the transaction fee paid to STR to facilitate the transaction.

1.10 STR will pay Seller the amount listed in Section 1.9 above when STR has confirmed to its reasonable satisfaction based on information from one or more of the Buyer, Seller, or Seat License Source, that:

1. Seller has provided the documents listed in Section 2 to the appropriate party; and

2. Seat License Source has received all necessary documents from Buyer and Seller to begin the transfer of the Seat Licenses (unless Buyer notifies STR to waive this requirement).

2. Delivery of Documents by Seller

Seller shall provide Buyer and STR with the following documents:

1. Fully-executed copy of this Agreement;

Seller shall provide solely STR with the following documents:

1. Proof of ownership of Seat Licenses, reasonably satisfactory to STR;

2. Photocopy of the owner’s driver’s license or passport;

3. Photocopy of Seller’s driver’s license or passport (if Seller is selling on behalf of the owner);

Contact and delivery information for each party is as follows:

Seller:

(insert seller contact information)

(insert seller contact information)

STR:

SeasonTicketRights.com

Phone: 1-800-65-4571

Fax: 1-800-634-8795

3. Buyer Remedies if Seat License Source Later Fails to Transfer Seat Licenses

As described in Section 3.4.11 of the User Agreement, the following remedies will be available to Buyer if Seat License Source later fails to transfer Seat Licenses after STR has submitted payment to Seller:

Buyer remedies if Seat License Source later fails to transfer Seat Licenses not due to Buyer fault:

If Seat License Source later fails to transfer Seat Licenses through no fault of Buyer (as determined by STR in its reasonable discretion) regardless of Seller fault, then Seller shall promptly:

1. Reimburse Buyer for all payments made by Buyer to STR;

2. Reimburse Buyer for any other fees or expenses incurred by Buyer in connection with the Seat Licenses;

3. Reimburse Buyer for all reasonable attorney fees and expenses in connection with Buyer’s attempts to enforce this Agreement against Seller;

4. Reimburse STR for all reasonable attorney fees and expenses in connection with STR’s attempts to enforce this Agreement against Seller.

Buyer remedies if Seat License Source later fails to transfer Seat Licenses due to Buyer fault:

If Seat License Source later fails to transfer Seat Licenses because of the fault of Buyer (as determined by STR in its reasonable discretion) regardless of Seller fault, then Buyer shall have no remedy against Seller.

No remedy against STR:

Buyer and Seller each understand and agree that their sole recourse if the transfer does not occur after STR has submitted payment to Seller shall be against the other party (Buyer or Seller). Buyer and Seller each understand and agree that STR shall have no obligation or liability to either Buyer or Seller if the transfer does not occur after STR has submitted payment to Seller.

4. Entire Agreement

This Agreement and the User Agreement constitute the entire agreement between the parties pertaining to the subject matter thereof and supersede all prior agreements and understandings relating thereto, written or oral.

STR:

Signature: _____________________

Name: _____________________

Date: _____________________

STR will provide this Agreement to Buyer before Buyer submits payment to STR. Buyer’s payment will be evidence of Buyer’s agreement to and execution of this Agreement.

SELLER:

Signature: _____________________

Name: _____________________

Date: _____________________

REQUIRED NOTARY FOR SELLER SIGNATURE:

State of: _____________________

County of:_____________________