a. tickets.sandiego.com Consumer Exchange (“Consumer Exchange”). An online marketplace for individuals to offer their tickets for sale to ticket buyers.

b. TicketNetwork (“TN”). Software firm that operates the tickets.sandiego.com Consumer Exchange.

c. Seller. User who lists tickets on the Consumer Exchange.

d. Exchange Services. Set of tools and data services provided by TN to allow Sellers to post inventory and monitor activity related to that inventory on the Consumer Exchange.

e. Seller’s Account. Account created by TN for a Seller to allow Seller to access the Exchange Services.

f. Account Creation Process. Series of steps a user undergoes to submit a request for a Seller’s Account.

g. tickets.sandiego.com Site (“TN Site”). The TN Site is the web site through which the Exchange Services are provided to Sellers and Buyers.

h. tickets.sandiego.com Network of Sites (“TN Network”). The TN Network is a collection of different web sites and services owned in part by TN and by TN’s partners and affiliates that offer tickets for sale.

i. Seller Fee. The Seller Fee is an amount that is deducted from the total ticket price charged to a Buyer. The Seller Fee is some percentage of the total value of the tickets sold.

j. Seller Commission. The Seller Commission is the amount paid to the Seller for her tickets. The Seller Commission is calculated by multiplying the number of tickets sold by the price per ticket set by the Seller and then subtracting the Seller Free from this total.

a. Seller Agreement is a prerequisite to having a Seller’s Account. To use the Exchange Services, Seller must have a Seller’s Account in Good Standing. As part of the Account Creation Process, a Seller must agree to the terms of this tickets.sandiego.com Consumer Exchange Seller agreement (“Seller Agreement”).The Seller Agreement governs the relationship between Seller and TN.

b. Modifying the Seller Agreement. TN may make revisions to the Seller Agreement. The revised version of the Seller Agreement shall be effective 5 business days after the revised terms are posted to the TN site. Seller’s continued use of the Exchange Services after the revised Seller Agreement is effective will constitute Seller’s acceptance of the revised Seller Agreement.

c. Following the Account Creation Process. Seller must complete the web-based Account Creation Process fully and truthfully. Seller agrees not to register under a false name. Once the Seller’s request for an Account is approved and activated, Seller can begin using the Exchange Services. Phone and Email information must be verified by TN before Seller will be able to list tickets for sale on the Consumer Exchange.

d. Confidentiality of User Name and Password. Seller will choose a User Name and Password as part of the Account Creation Process. Seller is solely responsible for maintaining the security of Seller’s User Name and Password and for all activity that occurs under Seller’s Account. Seller shall not disclose Seller’s User Name or Password to any other person.

e. Single Account Per Person. An individual shall have a maximum of one Seller’s Account. Any Seller found to have more than one account may have, at TN’s sole discretion, all the Seller’s accounts put into Poor Standing.

f. Valid Credit Card information. Seller must provide valid credit card information for an account owned by Seller to be allowed access to the Consumer Exchange.

g. Valid Paypal information. During the account creation process the Seller is required to put in their Paypal account information for the purpose of receiving payment from TN. If Seller does not have a Paypal account, they can create one at a later date. Payment on completed orders will not be made to Seller until a valid Paypal account is added to the Seller Profile by Seller.

a. Definitions

b. Requirement to Maintain Account in Good Standing. To use the Exchange Services Seller must maintain her Seller Account in Good Standing. If the Seller Account is deemed by TN to be in Poor Standing, Seller may have some or all of her access to the Exchange Services removed.

c. Notice of Standing. TN is not required to actively notify Seller of the status of her Seller’s Account. Seller may inquire as to the status of her account by emailing TN at TicketSupport@TicketSalesSupport.com.

d. Good Standing Prerequisites.

e. Denial of Service. TN may take any action in TN’s sole discretion without limitation to suspend or terminate service, deny access, remove or edit Ticket Groups or any other data on the Consumer Exchange, if Seller’s Account is in Poor Standing. TN is not required to give Seller any notice prior to taking such actions.

a. Ticket Group Requirements. Sellers enter their Inventory on the Consumer Exchange as one or more Ticket Groups. All Ticket Groups must follow TN requirements to be valid.

b. Seller should keep Listings Current. All Ticket Groups posted by Seller shall be kept up to date. If Seller disposes of the Tickets outside the Consumer Exchange, Seller shall remove the Ticket Group from the Consumer Exchange immediately. Event dates, times, venues, and subject matter may change. If these changes occur, Seller shall update the Ticket Group with the latest valid information.

c. Grant of License. For the purpose of promoting and facilitating the sale of tickets, Seller grants to TN a non-exclusive, transferable, worldwide, paid-up, royalty-free right and license to reproduce, modify, adapt, publish, and display on the TN Site and all other sites and services in the TN Network, Seller’s Ticket Group information, including any descriptions of the tickets listed for sale.

d. Seller shall Comply with Legal Guidelines on the Resale of Tickets. Seller shall not use the Exchange Services for any unlawful purpose or in an unlawful manner. Seller agrees to comply with all applicable local, state, federal, and international laws, statutes, and regulations governing the sales and valuation of tickets.

e. Seller Warrants that Ticket Group Information is valid. For all Ticket Groups listed by Seller, Seller warrants that Seller’s descriptions of the tickets accurately detail and describe the tickets offered for sale. Further, Seller warrants that any information provided to TN through the Consumer Exchange is not false, misleading, inaccurate, obscene, or defamatory.

f. Seller Sets Price of Tickets. The Seller is able to set the price per ticket when creating a ticket group. This amount will determine the Seller Commission on an order. The total Seller Commission for an order is the price per ticket times the number of tickets sold minus the Seller Fee on the order. The Seller Fee is calculated by multiplying the Seller Fee Rate times the total value of the tickets sold in an order.

g. Last Minute Listings. TN may at its sole discretion select not to show Seller’s tickets on any or all of its websites. In general, TN will not show tickets within 10 business days of an event, though TN may change this window of time at its sole discretion at any time. TN may remove Seller’s tickets from the Consumer Exchange at any time in its sole discretion. In general, TN will remove tickets within 10 business days of an event.

a. Order Management. When a ticket buyer places an order for Seller’s tickets on TN or one of its network of sites, TN will then attempt to verify the Buyer’s billing information. If TN is able to verify the Buyer information, the order will be moved to a status of Verified. At this point the Seller will be alerted to the order. The seller must either Accept or Reject the order at this point. Failure to respond to the order in a timely manner will move the order to a status of Expired. When an order expires, Seller is no longer able to accept the order, and the Seller will not be paid a commission on the order.

b. Accepting an Order. If Seller marks an order as Accepted, this means that the Seller agrees to provide the tickets in a timely manner according to the terms and conditions of this Seller Agreement. If Seller fails to act in a timely manner, provides tickets which are invalid or otherwise do not comply with the ticket listing policies in this Seller Agreement, or otherwise violates this agreement in failing to perform as required, the order goes to Seller Failed status.

c. Seller Failed Status. If a Seller Accepts an order and thereafter fails to comply with the necessary steps to complete that order, the order goes into a Seller Failed Status. When this occurs, TN may charge the Seller Credit Card on file to cover any costs TN incurs in locating alternate tickets for the Buyer. If TN is unable to collect the necessary funds from the Seller Credit Card, TN may follow any other means necessary to collect payment from Seller. Seller will not be paid for any order where the status goes to Seller Failed.

d. Rejecting an Order. If Seller marks an order as Rejected, the ticket group that was ordered may be deleted from the Consumer Exchange. If a Seller rejects orders too often, as determined by TN in its sole discretion, the Seller’s Account may be moved into Poor Standing.

e. Shipping. If an order is marked Accepted by Seller, Seller must print the Shipping Label provided by the TN site and deliver the tickets to a local Fedex facility within 48 hours. If Seller fails to deliver the tickets in a timely fashion the order moves to Seller Failed Status.

f. Payment. TN will make payment to Seller via Paypal to the Paypal account on record in Seller’s Profile within one week after the event to which the Seller sold tickets takes place, provided that the order was completed successfully and was not moved to a status of Seller Failed or Expired. It is Seller’s responsibility to ensure their Paypal information is correct and up to date. If payment is made to an outdated or invalid Paypal account TN will wait until payment is returned by Paypal before submitting any new payments to the corrected address. If payment is collected on an order paid to the wrong address due to Seller error, and the funds are not returned by Paypal, TN will not make payment to the corrected Paypal address.

g. Cancelled Events. If an event is cancelled, TN will not provide payment to the Seller. If payment has already been made, Seller must refund the payment to TN. TN will contact Seller within 60 days of the event to provide refund instructions to Seller. The definition of a cancelled event includes but is not limited to situations where the event is cancelled by the event promoter, venue, or performer, and also any situation where an event never occurs due to becoming unnecessary, such as a game 5 in a best 4 out of 7 series for example.

h. Postponed Events. If an event is postponed, TN may contact Seller to provide assistance in acquiring tickets to the postponed event. Seller must provide the requested assistance or TN will not provide payment for the order.

a. Ownership of Intellectual Property. TN’s patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, “Intellectual Property”) is and shall remain TN’s sole property. Nothing in this agreement shall confer to Seller any right of ownership or license rights in the Intellectual Property. Seller shall not now or in the future contest the validity of the Intellectual Property.

b. Copyright. The Exchange Services and the TN Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of TN or its suppliers, and are protected by U.S. and international copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content though the Exchange Services or the TN Site is the exclusive property of TN and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Exchange Services, the Consumer Exchange, or the TN Site is strictly prohibited.

a. Indemnity. Seller agrees to indemnify and hold TN and any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred by TN and any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees that arise out of any claim asserted by a third party that involves, relates to, or concerns any of Seller’s actions or omissions in relation to the Consumer Exchange, the Exchange Services, or the TN Site.

b. Tax Indemnity. Seller agrees that TN is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on Seller’s behalf. Seller shall indemnify and hold TN an any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorney’s fees) incurred by TN that arise out of any third party or government claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree, or (ii) any dispute concerning the tax status of TN.

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

d. Waiver of Damages. TN EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, INDICENTAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION INDIRECT AND SPECIAL DAMAGES) THAT MAY RESULT FROM THE EXCHANGE SERVICES, THE TN SITE, OR THE SUSPENSION, TERMINATION OR MALFUNCTION OF THE EXCHANGE SERVICES OR THE TN SITE. TN’S LIABILITY TO SELLER OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) $100 OR (B) THE TOTAL DOLLAR AMOUNT OF ALL TICKETS AND OTHER ITEMS SELLER SELLS ON THE TN SITE OR OTHERWISE THROUGH THE EXCHANGE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION ALLEGEDLY GIVING RISE TO LIABILITY.SOME JURISDICTIONS DO NOW ALLOW THE EXCLUSION OR LIMITATION OF ACCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

e. Allocation of Risk. SELLER ACKNOWLEDGES AND AGREES THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATION OF RISK.

a. Agency. Seller and TN are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.

b. Notices. Except as expressly stated otherwise, all notices to TN shall be sent to the email addresses provided on the TN Site. TN’s street address is 137 Bolton Road, Vernon CT 06066. Except as expressly stated otherwise, all notices to Seller shall be sent to the latest email address provided to TN through the registration or profile administration process on the TN Site. Such notice shall be deemed given one business day after the email is sent.

c. Governing Law and Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut. Except for allegations that Seller has infringed or has threatened to infringe TN’s intellectual property rights, TN and Seller agree that any dispute or controversy between them, or arising under or concerning performance or breach of this Agreement shall be settled by one arbitrator in binding arbitration, to be held in Hartford, Connecticut, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If TN alleges that Seller has infringed or threatens to infringe TN’s intellectual property rights, then, in addition to any other rights and remedies TN may have, TN may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, Seller consents to the exclusive personal jurisdiction and venue of the federal and state courts in and for Hartford Connecticut, U.S.A..

d. Complete Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this agreement shall not be affected. Seller may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of TN, which TN can refuse in its sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies to any person or entity other than the parties hereto and their successors and permitted assignees. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes, or describes the scope or extent of such paragraph.

e. Privacy Policy. This policy covers TN’s treatment of personal or personally identifiable information (Personal Information) that may be collected when Seller is on the TN Site or when Seller uses the Exchange Services. This policy does not apply to the practices of companies or individuals that TN does not own or exercise supervisory control over, or to third party advertisers or Buyers on the TN Site or through the Exchange Services. TN may collect Personal Information when Seller uses the Exchange Services or when Seller visits cookie-enabled pages on TN Site. TN may log Seller’s IP address when user accesses the TN Site or the Exchange Services. TN uses this Personal Information in the operation of the Exchange Services and the TN Site, including without limitation contacting Sellers about the Exchange Services or TN Site. TN may also use “cookie” files to better serve Seller’s needs. TN shall not sell or rent Seller’s Personal Information to any individual, business or government entity unless requested by Seller or if TN is required to respond to court orders, subpoenas or other legal processes. TN reserves the right to amend this policy at any time.