These Terms of Service (the “Terms”) govern your use of Lysted’s ticket management and reselling platform (the “Service”). Seller Policies, Payment Services Agreement, FanProtect Guarantee, and all other policies applicable to your use of the Site (collectively, the “Additional Policies”) are incorporated by reference into these Terms. The Service provides users with advanced market pricing tools which allow for the more efficient resale of tickets for events. The Service is owned by Lysted Inc., a Delaware corporation (“Lysted,” “we”, “us”, “our” or the “Company”). These Terms affect your legal rights and obligations.

If you do not agree to be bound by these Terms and Additional Policies, do not access or use the Service. By accessing or using our websites or software applications that link to these terms (collectively “Site”) or the Services, you agree to be bound by the Terms.

FOR ALL USERS RESIDING IN THE UNITED STATES, PLEASE BE ADVISED: THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT-OUT. UNLESS YOU OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST LYSTED ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. Your relationship with us

1.1. You acknowledge and agree that your use of these Services are conditioned upon your compliance with any additional agreements entered into, in writing, with Lysted. In the event of a conflict with an agreement entered into, in writing, with Lysted and these Terms of Service, the terms of the written agreement shall control, unless otherwise specified.

1.2. You acknowledge and agree that you are at least 18 years old and able to enter into legally binding contracts.

1.3. If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. Furthermore, you agree that your employees, consultants and agents, that you designate to use, and deal with, the Service for your benefit will with these Terms. You are liable to us for all acts or omissions of all individuals who use and deal with the Service through you or for your benefit, as though you yourself had performed those acts or omissions.

2. Definitions

2.1. “Crowdsourced Data” means aggregated data and insights derived from Your Data, which do not identify you (or your entity) and cannot with reasonable means be attributed or traced back to Your Data.

2.2. “Dashboard” means the Company’s dashboard consisting of a web-based interface through which you may access and use the functionality and features of the Service.

2.3. “Feedback” means information or content concerning enhancements, changes or additions to the Service that you request, desire or suggest.

2.4. “Fees” means the applicable fees for use of the Service, or other service fees as provided in this agreement or any other agreement entered into between the You and Lysted.

2.5. “Output Data” means the various reports, analytics, and other types of information and data that the Service may generate, provide or make available to you through the Dashboard.

2.6. “Software” means the Company’s proprietary, programs, scripts, applications and set of instructions instructing a computer to do specific tasks, in any form and related documentation delivered to or downloaded by you for use with the Service. The term “Software” also includes any updates, upgrades or other new features, functionality or enhancements to the Software provided to you by Company or its agents or otherwise.

2.7. “Term” means the period of these Terms as specified below.

2.8. “Your Data” means data about your system settings and usage, your ticket inventory and pricing information, and alerts created by you and any historical, transactional, or usage data you retrieve from any point of sale system, ticket network, or any other third party platform that you have authorized for integration with the Service.

3. Interpretation. As used herein, the term “including”, means including, but not limited to, and without limitation, to the generality of the preceding phrase. All examples in the Terms and all "i.e." and "such as" notations, indicate an illustration, by way of example only, of the preceding phrase, without limiting its generality.

4. Usage. Subject to these Terms, upon completion of your registration and your payment of the applicable Fees, you may, during the Term, use the Service for your own ticket reselling business.

4.1. However, you agree and acknowledge that you have read any associated knowledgebase and training materials associated with usage of the Service.

4.2. Lysted retains to right to not support sales or integration with, to or from, any primary ticket provider for any reason. You will be notified if primary ticket provider is no longer supported by the Service. Furthermore, you understand and acknowledge that the Service does not support sales from the primary ticket providers mentioned in the list below, or as stated in any notice or communication made regarding our Services to you:

4.2.1. Dice.fm or Dice App, as well as any subsidiaries or affiliates thereof.

5. Registration and user account.

5.1. You will be required to register for an account to use certain features of the Service. Your account username may not include the name of another person with the intent to impersonate that person, or be offensive, vulgar or obscene. Your account username and password are personal to you. You will be responsible for the confidentiality and use of your username and password, and for all activities (including commercial transactions) that are conducted through your account. You may not transfer or sell access to your account. We will not be liable for any harm related to disclosure of your username or password or the use by anyone else of your username or password. You may not use another user’s account without that user’s permission. You will immediately notify us in writing if you discover any unauthorized use of your account or other account-related security breach. We may require you to change your username and/or password if we believe your account is no longer secure or if we receive a complaint that your username violates someone else’s rights. You will have no ownership in your account or your username. We may refuse registration, cancel an account or deny access to the Service for any reason.

6. Data.

6.1. You are solely and exclusively responsible for all actions you take in response to your usage of the Service including any decisions you make in connection with buying and selling tickets to events and any pricing decisions you make.

6.2. You agree to review the Dashboard frequently, check for any alerts or warnings issued by the Service, address the findings specified in the Dashboard and determine what actions to take in response to such findings.

6.3. We are not responsible or liable for your reliance upon, or use of, the Service, your actions in connection with the Service, or any consequences resulting therefrom. We are not responsible for any decisions you undertake with respect to reselling tickets to events.

6.4. You acknowledge and agree that we will process, handle and use personally identifiable information (also known as ‘personal data’) in accordance with our Privacy Policy, a copy of which is available here https://www.Lysted.com/privacy.

6.5. You acknowledge and agree that we will process, handle and use (by ourselves or using trusted third-party service providers such as cloud service providers) Your Data, Feedback and the Crowdsourced Data as follows:

6.5.1. We will use Your Data, the Crowdsourced Data and the Feedback to provide the Service to you, conduct administrative and technical activities necessary to maintain and provide the Service and to improve, develop and customize the Service;

6.5.2. We will use Your Data, the Crowdsourced Data and the Feedback to bill and collect Fees, enforce these Terms and take any action in any case of dispute, or legal proceeding of any kind involving you with respect to the Service;

6.5.3. We will use Your Data, the Crowdsourced Data and the Feedback to prevent fraud, misappropriation, infringements, and other illegal activities and misuse of the Service;

6.5.4. We may disclose Your Data, the Crowdsourced Data and the Feedback in connection with a sale of all or a portion of our business or investment therein. However, such disclosures shall be made subject to the confidentiality provisions provided herein.

6.5.5. We may use and share the Feedback and Crowdsourced Data in order to provide the Service to you and other customers, to enhance the Service, to develop new products and services, for research and testing and for any other purpose we determine. You will not be entitled to any remuneration from us, for our use of such Feedback and Crowdsourced Data; and

6.5.6. If we are required, or reasonably believe we are required, by law, to share or disclose Your Data, or if such sharing or disclosure is required pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority, provided that, to the extent legally permitted, we will endeavor to give you prompt notice of the requirement prior to such disclosure, to allow you, at your cost and expense, to intervene and protect its interests in Your Data.

6.6. Subject to the foregoing, we will take precautions to maintain the confidentiality of Your Data, in a manner no less protective than we use to protect our own similar assets, but in no event less than reasonable care. We will not use or disclose Your Data except as described above or otherwise subject to your express, prior, written permission. Our personnel, staff, advisors and consultants will access Your Data, subject to the terms herein.

6.7. We may delete Your Data from the Service, upon termination of your access to the Services, in response to a violation of these Terms, or breach of the terms of any agreement entered into by and between You and Lysted. You are responsible for maintaining back-up copies of Your Data. The Service does not provide, and is not intended as a data back-up service.

6.8. We may store and process Your Data outside of the European Economic Area and outside your home country.

6.9. To the extent that Your Data is subject to legal protection (such as trade secrets or privacy), then you are responsible to, and shall, obtain and maintain valid consents and permissions, as may be necessary under applicable law, in order to allow us to lawfully collect, handle, retain, process and use the Your Data in the manners and for the purposes set forth in these Terms, and by using the Service, you grant us such consents and permissions.

7. Confidentiality.

7.1. You acknowledge that these Terms, any agreement into which these Terms are incorporated, the Service, including any past, current and future releases of the Service’s Dashboard, Software, features, architecture, layout, implementation and interfaces, but excluding Your Data, any correspondence regarding the Service, including but not limited to Company’s promotional emails and emails regarding new product features, constitute valuable proprietary confidential information of the Company (“Confidential Information”), and that unauthorized disclosure of such Confidential Information is prohibited by these Terms and could cause irreparable harm to the Company.

7.2. Regardless of the source or manner by which you were provided the Confidential Information, you must hold such Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that you use to prevent the unauthorized dissemination or publication of your own confidential information. You may use this Confidential Information only for the purpose of utilizing the Service as permitted hereunder and except as explicitly otherwise provided herein, you may not disclose Confidential Information to any third party, including but not limited to any of your affiliates or any other corporate entities which you may now control or establish in the future, or demonstrate or present Confidential Information provided to you as part of the Service, without the Company’s prior written consent.

7.3. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on your part; (ii) you can demonstrate in your prior established records to have had rightfully in your possession prior to disclosure of the same by the Company; (iii) you can demonstrate by written records that you had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) the Company has provided its prior written approval for disclosure; or (v) you are required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, you provide the Company notice of the requested disclosure as soon as practicable, to allow the Company, if it so chooses, to seek an appropriate protective or preventive order.

8. Selling Tickets

8.1. You must comply with all applicable local, state and federal laws and regulations, including but not limited to the Better Online Ticket Sales Act of 2016 (Pub.L. 114-274, S.3183)(“BOTS Act”) and Terms and any and the Seller Policies when listing, selling and delivering your Tickets. By using the Services and Site, you represent and warrant that you are familiar with the local, state and federal rules governing the sale or purchase of event tickets and your conduct, shall, at all times, comply with any relevant rules or restrictions.

8.2. When listing a Ticket you must set a price for which you are willing to sell your Ticket ("Sales Price"). You may modify (e.g. raise or lower the Sales Price) or delete your listing at any time until the Tickets have sold.

8.3. By listing a Ticket for sale, you are making a binding offer to sell that Ticket to a Buyer who purchases the Ticket at the Sales Price. When a Buyer accepts your offer by purchasing your Ticket through our Site, you are contractually bound to deliver that exact Ticket for Sales Price and within the required delivery timeframe. You are obligated to disclose in your offer to sell the Ticket any material conditions that may effect the value of the Ticket to a reasonable purchasers, such as but not limited to obstructive views, limited views, or other conditions that may effect the use and enjoyment of the Ticket. You are obligated to monitor your inventory and ensure all listings are accurate. Under no circumstances may Sellers cancel orders at one price and repost the same tickets for a higher price. Failure to fulfill your orders may result in, at Lysted’s sole discretion, termination or suspension of your account, denial access to certain portions of the Services, or the assessment of other penalties.

8.4. Lysted does not guarantee that your tickets or related passes will sell or that your listing will appear on all of our linked and related Sites. We do not guarantee that your listings will be listed on 100% of our affiliated distribution partner websites, and it is possible that we are unable to get tickets listed on a partner website for any reason. You further acknowledge that we do not guarantee that your listing will be visible to their-parties within a certain time after it is posted or in a particular order on the event page or through search results. Lysted will not, for any reason, provide compensation for tickets that do not sell, even if it is due to Site unavailability from an outage or maintenance or listing delays.

8.5. Lysted does not guarantee that your tickets or related passes will be listed on all (or even a portion thereof) of our affiliated distribution partner websites. You agree and acknowledge that we may be unable to have tickets listed on a partner website for various reasons.

8.6. You agree that you will not offer ticket listings for tickets that you do not have possession. In no event shall you engage, when using the Service or Site, in “Speculative” or “Conditional” ticketing offers.

8.7. Any violation, as determined in Lysted’s sole discretion, of the terms of this section shall result in the immediate termination of your rights to access the Site and Service.

8.8. You agree and acknowledge that Lysted may charge you service fees, and collect those service fees from you directly or through one or more collection agencies, in the event that you have incurred service fees. For example, Lysted shall charge service fees in connection with your failure to abide by the terms of any transaction you have entered into with a third-party using the Services or Site. You also acknowledge that these fees are fair compensation for time and effort spent addressing your failure to abide by the terms of your transaction with one or more third parties. By way of non-limiting example, you agree and acknowledge:

8.8.1. if the tickets are not provided to Lysted after they have sold, You agree to pay liquidated damages in the amount equal to the cost of obtaining equivalent tickets to fulfill the order.

8.8.2. If equivalent tickets are not obtainable, You agree to pay all penalties charged by the marketplace for the unfulfilled sale.

8.8.3. If the tickets provided are deemed to be invalid by the selling marketplace, You agree to pay all penalties charged by the marketplace for the denial of entry and refund Lysted 100% of the proceeds for that sale.

9. Contact with Customer or Exchanges

9.1. You agree and acknowledge that you will not contact any customers of Lysted directly. Doing so is expressly prohibited and can result in your suspension or termination of access to the Services.

9.2. You agree and acknowledge that you will not contact any exchange regarding any matter arising out of your use of the Services.

10. Event cancellations, postponement and other event changes

10.1. If an event is canceled and not rescheduled, we are under no obligation to remove the event and any listings related to the event from our Site. We rely on, and you should also rely on, the original event listing website for cancellation information. If the Seller requires a refund, they shall obtain a refund from the primary point of purchase. We have no obligation to provide refunds in any capacity. If the Seller has already been paid, the payment for the sale may be recovered by charging the Seller's Payment Method or by setting off this amount against pending payments for other Tickets the Seller has sold or will sell in the future.

10.2. Postponement: If an event is postponed, Lysted will work with Buyers and Sellers on a case-by-case basis attempting to resolve any Ticket issues. Sellers are prohibited from reselling, invalidating or changing Tickets for postponed events. Refunds will not be issued for postponed events, unless they are ultimately canceled as stated above.

10.3. Other event changes: Lysted is not responsible for partial performances, venue, line-up or time changes. No refunds will be issued in these instances.

11. International transactions

11.1. Many of our Services are accessible to international Sellers and Buyers. We may offer certain programs, tools, and site experiences of particular interest to international Sellers and Buyers, such as estimated local currency conversion.

11.2. Sellers and Buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of Tickets. If you do not wish your Ticket listing to be visible internationally, you will need to remove your listing from our Site.

11.3. To assist users who speak different languages, you authorize us to translate (or use tools to translate) your content related to your Ticket listing, in whole or in part, into local languages where such translation solutions are available. The accuracy and availability of any translation are not guaranteed.

11.4. Where as a Seller your Ticket listing appears on one or more of Lysted’s international Sites, we may as part of our Services display the price of your Ticket in one or more currencies (we reserve the right not to display your Ticket Sales Price in the currency related to the local version of the Site in which you listed Your Ticket), such information will be provided for informational purposes only (without any warranty as to accuracy) and the Buyer will be required to pay for any such Ticket in the currency applicable to the event.

12. Fees, Payments and Tax documents

12.1. In consideration of the provision of the Service to you, you will pay us any Fees, in accordance with the fee arrangement presented to you upon registration, or otherwise agreed to by you in connection with being provided valid access to the Service.

12.2. Changes you make in any subscription plan will take effect in the subsequent subscription cycle unless otherwise agreed to by us.

12.3. All Fees are quoted in US Dollars, unless expressly stated otherwise.

12.4. Fees are deducted from the completed transactions that you enter into. You will be paid the value of the transaction minus any applicable Fees. Payments are issued through a 3rd party payment provider. That 3rd party provider will send you the funds via ACH. You agree and acknowledge that you will not be paid immediately upon the close of any transaction, and that payment may be delayed up to one (1) calendar month after the close of a specific transaction.

12.5. You agree and acknowledge that any interest earned on any completed transaction held in an account controlled by Lysted is the sole property of Lysted and in no event are you entitled to any interest on such transaction amounts.

12.6. In the event that you owe us fees from a cancelled event or sale, you agree that we may charge those fees to a credit card you have provided to us, or otherwise deduct them from an account we have on file for you. We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods to pay the Fees, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Service. We may require additional information from you before completing payment transactions.

12.7. You must keep the billing information you provided to us upon registration current, complete, and accurate, and notify us promptly in case of any change in your billing information.

12.8. All your payment obligations are non-cancelable and all amounts paid in connection with the Service are non-refundable. If you terminate your account and subscription, you are not entitled to any refund (pro-rata or otherwise), for any Fees you have paid for the terminated subscription during that subscription cycle. You are responsible for paying all Fees applicable to your subscription to the Service, whether or not you actively used, accessed or otherwise benefited from the Service.

12.9. Payment methods are processed and handled through third-party payment processors. Payment methods are therefore subject not only to these Terms, but also the terms and conditions of these third parties pursuant to your contractual relations with them. You acknowledge that the third parties processing any of the payment methods may charge you commission on their end of the transaction. We are not responsible for such commission, which is strictly within your contractual relations with the relevant payment processor.

12.10. Fees that we are unable to charge through the payment method you provided is deemed an overdue Fee. Failure to settle any overdue Fee within thirty (30) calendar days of its original due date will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to us under applicable law, overdue Fees will accrue interest at the rate of one percent (1%) per month or part thereof, cumulative monthly on the total amount due from the due date until the date of actual payment. You will reimburse us for all legal costs and attorney fees we incur in the course of collecting your overdue Fees.

12.11. We may modify, adapt, improve, or enhance the Service, or any of its features, user interface, design or any other aspect related to it, without being obligated to provide you notice thereof. If we enhance the Service to include new or additional features or capabilities, we reserve the right to amend these Terms or the applicable Fees. We will post notices of substantive changes to the Terms on our website, and will post such amended Terms at https://brokergenius.com/terms. Your continued use of the Service indicates your acceptance of the amended Terms.

12.12. You agree and acknowledge that you will be required to submit W9 / W8-BEN information to us prior to any payment to you by us. You acknowledge that we will not issue any payments to you if we have not received valid W9 / W8-BEN information. Furthermore, we may issue you a Form 1099 which would inform the IRS of any sales activity. The issuance of this form is dependent on the current threshold of sales volume and transactions as required by law.

13. Restrictions

13.1. You may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Service or Confidential Information, or otherwise attempt to discover any underlying code, structure, implementation or algorithms employed therein.

13.2. You may not use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.

13.3. You may not offer the Service to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service or any part thereof.

13.4. You may not perform or attempt to perform any of the following in connection with the Service:

13.4.1. Breaching the security of the Service, identifying, probing or scanning any security vulnerabilities in the Service,

13.4.2. Accessing data not intended for you, or accessing an account you are not authorized to access;

13.4.3. Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service;

13.4.4. Working around any technical limitations in the Service;

13.4.5. Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

13.4.6. Collecting or processing information or data about the Service’s subscribers; or

13.4.7. Sending any virus, worm, Trojan horse or other malicious or harmful code or attachment.

13.4.8. Using robots, spiders, crawlers and similar applications to scrape, harvest, collect, data mine, retrieve or compile content from or through the Service.

13.4.9. “Frame” or “Mirror” any part of the Service.

13.4.10. Access, reload or refresh transactional event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval.

13.4.11. Remove any copyright, trademark, or other proprietary rights notices contained on or in the Service.

13.4.12. Take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our infrastructure.

13.5. YOU MAY NOT USE THE SERVICE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW.

13.6. WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT ON AND ACCESS TO THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICE.

14. Term and Termination

14.1. These Terms commence when you apply to register to the Service, and terminate upon the termination, cancellation or expiration of your subscription to the Service.

14.2. Company may terminate these Terms and your access to the Services at any time, for any reason.

14.3. Furthermore, Company may terminate these Terms and your access to the Service at any time if in the Company’s reasonable judgment you are not in compliance with these Terms. In the event you are deemed not in compliance with these Terms, you are still bound by these terms and conditions as they relate to your failure to comply.

14.4. Immediately upon termination of these Terms:

14.4.1. We may terminate your account on the Service and delete Your Data stored in our systems;

14.4.2. You must cease any and all use of the Service;

14.4.3. We will charge you for all then-outstanding Fees (if any) incurred in your final subscription cycle;

15. Survival. Your obligations under the provisions, which by their nature extend beyond the expiration or termination of this Agreement, shall survive the termination or expiration of this Agreement.

16. Service quality; Service modifications; Disclaimer of Warranty and Limitation of Liability

16.1. The Service relies on back-end software, predictive algorithms and third party networks and Internet connectivity. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES.

IN NO EVENT WILL WE OR OUR SUPPLIERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OTHER THAN OUT OF POCKET EXPENSES, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE USER CONTENT AND DATA, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR:

(a) ANY FAILURE OF ANOTHER USER OF THE SERVICE TO CONFORM TO THE CODES OF CONDUCT,

(b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE,

(c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

(d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE

(e) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR

(f) ANY LOST, STOLEN OR DAMAGED TICKETS OR TRANSACTIONS, OR THE FAILURE OF A VENUE TO HONOR A TICKET. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF THE SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THESE MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE.

16.2. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE COMPANY’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE LYSTED WEB SITE OR SERVICES OR ANY OTHER CONTENT OWNED OR CONTROLLED BY US.

16.3. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

16.4. WE DO NOT GUARANTEE, MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTY ABOUT THE RELIABILITY, EFFECTIVENESS, ACCURACY OR COMPLETENESS OF THE SERVICE, THE EXPECTED BUSINESS RESULTS, OUTCOMES OR ANY OTHER OPERATIONAL BENEFITS FROM UTILIZING THE SERVICE.

16.5. THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE. ADDITIONALLY, IF YOU TAKE ANY ACTION WHICH CAUSES THE DATA PROVIDED TO US TO BE CORRUPTED OR ALTERED IN ANY WAY, SUCH AS THROUGH USING A SECOND AUTOPRICER ON THE SAME LISTINGS, WE WILL NOT BE RESPONSIBLE FOR THE OUTCOME RESULTING FROM YOUR ACTIONS.

17. Support and maintenance

17.1. During the Term, we, either directly or with the assistance of third parties, will provide you technical support for technical questions, problems and inquiries regarding the Service, during our business days and hours, and pursuant to any support scheme, hours and channels separately conveyed to you.

17.2. We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we: –

17.2.1. May decline to provide such support for matters that we deem, at our sole discretion, to require unreasonable time, effort, costs or expenses;

17.2.2. Make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.

17.3. For the purpose of our provision of technical support for your technical questions, problems and inquiries, you will cooperate, and work closely with us, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.

18. Intellectual Property.

18.1. The Service, Confidential Information, and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that resides or is viewable, submitted or otherwise discoverable on the Service (“Content”) is owned by us or our licensors. We own a copyright in the Services and Content. We may change the Content and features of the Service at any time.

18.2. The Service and Confidential Information are proprietary offerings of the Company, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service and Confidential Information is made available for use and access and is not sold. We grant you a limited, conditional, no-cost, non-exclusive, non-transferable, non-sub-licensable license to view or use this Service, its Content and any Confidential Information as permitted by these Terms.

18.3. Except for your limited access to use the Confidential Information and Service according to these Terms, these Terms do not grant you or assign to you, any license, right, title, or interest in or to the Service and Confidential Information or the intellectual property rights associated therewith. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service and Confidential Information or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times, owned by, or licensed, to us.

18.4. The Service may use third party open source software (“Third Party Software”). To the extent so stipulated by the license that governs each Third Party Software ("Third Party EULA"), each such Third Party Software is licensed directly from its respective licensors and is subject to its respective Third Party EULA, not to these Terms. If, and to the extent, a Third Party EULA requires that these Terms effectively impose, grant or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, granted, or incorporated by reference into these Terms, as required, and shall supersede any conflicting provision of these Terms, solely with respect to the corresponding Third Party Software which is governed by such Third Party EULA.

18.5. Unless you notify us otherwise in writing, we may identify you as a customer and indicate you as a customer and user of the Service, on our website and in other online or offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You grant us a worldwide, non-exclusive, non-transferable, royalty-free and free of charge, license, to use your name, logo, and website URL, on our website and in other online or offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us an advance notice of.

19. Indemnity.

19.1. If anyone brings a claim against us related to or arising from your use of the Service, or your violation of these terms, you agree to indemnify and hold harmless us and our directors, officers, employees, and subcontractors, upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with your breach of any provision or representation in these Terms.

19.2. If we seek indemnification from you, we will provide you with (i) prompt written notice of any indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at your expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that we may settle or reach compromise on any such claim without your consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on you. We will have the right to participate, our own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of our own selection.

20. ARBITRATION, Governing Law and Venue.

20.1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IS COURT.

20.2. Regardless of your jurisdiction of incorporation, the jurisdiction where you engage in business, or where you access the Service from, these Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of California, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than California.

20.3. Notwithstanding your agreement to engage in arbitration to settle any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, you agree that any dispute not subject to arbitration shall be subject to the sole and exclusive jurisdiction of the state and federal courts located in Loa Angeles County, California. Subject to the following sentence, you and us, each hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens.

20.4. Notwithstanding the foregoing, we may also lodge a claim against you: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against us; and (b) for interim, emergency or injunctive relief in any other court having general jurisdiction over you.

20.5. In the event any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, the prevailing party shall be entitled to receive from the other party its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

21. Arbitration

21.1. You and Lysted each agree, except where prohibited by law, that any and all disputes or claims that have arisen or may arise between you and Lysted relating in any way to or arising out of this or previous versions of these Terms (including this Agreement to Arbitrate, as the term is defined below) or the breach or validity thereof, your use of or access to the Site or Services, or any tickets or related passes sold or purchased through the Site or Services shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules (“Rules”), rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis “Agreement to Arbitrate”. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

21.2. A. Prohibition of Class and Representative Actions and Non-Individualized Relief

EXCEPT WHERE PROHIBITED BY LAW, YOU AND LYSTED AGREE THAT EACH OF US MAY BRING CLAIMS PURSUANT TO THIS AGREEMENT TO ARBITRATE AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND LYSTED AGREE OTHERWISE, THE ARBITRATOR SHALL NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND SHALL NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

21.3. Non-Individualized Relief

YOU AND LYSTED AGREE THAT THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS OR THE GENERAL PUBLIC. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then subject to your and Lysted’s right to appeal the court’s decision, that claim (and only that claim) must be severed from the arbitration and may be brought in court. All other claims will be arbitrated.

21.4. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow the terms of the User Agreement, as a court would.

21.5. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), shall be for a court of competent jurisdiction to decide. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the User Agreement including, but not limited to, any claim that all or any part of this Agreement to Arbitrate or the User Agreement is void or voidable.

21.6. The arbitration will be conducted by the AAA under the Rules, as modified by this Agreement to Arbitrate. The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The language of the arbitration shall be English.

21.7. A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). You may download a form Notice. A Notice to Lysted should be sent to Lysted, LLC, Attn: Litigation Department, Re: Notice of Dispute, 23901 Calabasas Road, Suite 2009, Calabasas, California 91302. Lysted will send any Notice to you to the physical address we have on file associated with your Lysted account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

21.8. If you and Lysted are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Lysted may initiate arbitration proceedings pursuant to the Rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Lysted at the following address: Lysted, Inc. c/o Kasey Diba, 3660 Wilshire Blvd., Ste. 800, Los Angeles, CA 90010. In the event Lysted initiates arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Lysted account. Any settlement offer made by you or Lysted shall not be disclosed to the arbitrator. The arbitration shall be held in Los Angeles, CA. If the value of the relief sought is $10,000 or less, you or Lysted may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Lysted subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Lysted may attend by telephone, unless the arbitrator requires otherwise.

21.9. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Lysted users, but is bound by rulings in prior arbitrations involving the same Lysted user to the extent required by applicable law. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

21.10. Payment of all filing, administration, and arbitrator fees will be governed by the Rules, unless otherwise stated in this Agreement to Arbitrate.

21.11. With the exception of any of the provisions in of this Agreement to Arbitrate, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that subsection A.1 of this Agreement to Arbitrate is invalid or unenforceable, then if Lysted so elects, the entirety of this Agreement to Arbitrate shall be null and void. If a court decides that applicable law precludes enforcement of any of the provisions of this Agreement to Arbitrate as to a particular claim for relief, then subject to your and Lysted’s right to appeal the court’s decision, that claim (and only that claim) must be severed from the arbitration and litigated in in court. All other claims and disputes subject to arbitration under this Agreement to Arbitrate, including any and all claims for monetary damages of any kind, shall be arbitrated.

21.12. You can choose to reject this Agreement to Arbitrate (‘opt out’) by mailing us a written opt-out notice that includes your name, the email address for your account, your username (if any) and a request to opt out of arbitration. (‘Opt-Out Notice’). The Opt-Out Notice must be postmarked no later than 30 days after the date you accept the User Agreement for the first time. You must mail the Opt-Out Notice to Lysted, Inc., Attn: Litigation Department, Re: Opt-Out Notice 23901 Calabasas Road, Suite 2009, Calabasas, California 91302. You must sign and provide to us a valid copy of the Opt-Out Notice, within the prescribed deadline, for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the User Agreement, including all other provisions regarding dispute resolution, will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

21.13. Notwithstanding any provision in these Terms to the contrary, you and Lysted agree that if we make any amendment to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and Lysted prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Lysted. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on http://www.Lysted.com at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your account within the thirty (30) day period and you will not be bound by the amended terms.

21.14. If you reside outside of the United States or Canada and a dispute arises between you and Lysted, we strongly encourage you to first contact us directly to seek a resolution by contacting Customer Service. For the avoidance of doubt, if you are a consumer residing in the European Union, please note that we do not (and are not legally obliged to) participate in any ADR procedures or services, unless otherwise provided by law.

22. State specific additional provisions

22.1. If you are a Californian resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

22.2. For any user that is selling a Ticket to an event located in the state of Illinois, the following applies: pursuant to 815 ILCS 414/1.5(c), for transactions involving tickets to events in Illinois, Buyers and Sellers may elect to submit complaints against one another to the American Arbitration Association (‘AAA’) under its rules and procedures. The AAA's rules are available at http://www.adr.org. Such complaints shall be decided by an independent arbitrator in accordance with this User Agreement and all incorporated Policies. Buyers and Sellers further agree to submit to the jurisdiction of the State of Illinois for complaints involving a ticketed event held in Illinois.

23. Violation of these Terms

We may investigate any violation of these Terms, including unauthorized use of the Service. We may take legal action that we feel is appropriate. You agree that monetary damages may not provide us a sufficient remedy and that we may pursue injunctive or other relief for your violation of these Terms. If we determine that you have violated these Terms or the law, or for any other reason or for no reason, we may cancel your account, delete all your User Content and prevent you from accessing the Service at any time without notice to you. If that happens, you may no longer use the Service or any Content. You will still be bound by your obligations under these Terms. You agree that we will not be liable to you or any third party for termination of your access to the Service or to your account or any related information, and we will not be required to make the Service or your account or any related information available to you. We may refuse to honor pending and future transactions made from all accounts we believe may be associated with you.

You agree that your abusive use of the Service may cause damage and harm to us, including impaired goodwill, lost sales and increased expenses. You also agree that monetary damages for your abusive use of the Service are difficult to determine and that you, and those acting with you, will be jointly and severally liable for liquidated damages.

24. Assignment. You may not assign these Terms without our prior written consent. Any purported assignment without our prior written consent is void. To the greatest extent permissible by law, we may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.

25. Relationship of the parties. The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.

26. Subcontracting. We may subcontract or delegate the performance of our obligations under these Terms, or the provision of the Service (or any part thereof), to any third party of our choosing, provided however, that we remain liable to you for the performance of our obligations under these Terms. You acknowledge and agrees that the technical means by which we provide the Service is at our sole discretion.

27. Complete Terms and Severability. These Terms constitute the entire and complete agreement between you and us concerning the subject matter herein. These Terms supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. These Terms may be modified or amended only in writing, signed by the duly authorized representatives of both parties.

28. No waiver. Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of these Terms. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

29. No Distribution Where Not Permitted by Law. The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.

30. Notices. We may deliver notices to you by posting Notices on the website or by e-mail to you. You may deliver notices to us at the following address:

31. Lysted Referral Program. You agree to be bound by the terms of the Lysted Referral Program provided herein as the associated or linked Lysted Referral Program and incorporated by reference in its entirety. By accessing or using our websites or software applications that link to these terms (collectively “Site”) or the Services, you agree to be bound by the terms of the Lysted Referral Program.

This Referral Program Terms of Service Agreement ("Agreement") is entered into between Lysted, a ticket resale platform ("Lysted"), and the participant (“You” or "Referrer"). This Agreement governs your participation in the Lysted Referral Program ("Referral Program"). You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of this Agreement.

1. Referral Program Overview:

The Referral Program provides an opportunity for both existing customers of Lysted (“Referrers”) and new customers of Lysted (“Referees”) be rewarded for marketing and using the ticket resale services offered by Lysted (“Services”).

A. In compliance with the terms of this Agreement, Referrers shall promote the Services only to Eligible Referees (as defined herein).

B. Referrers shall have access to referral dashboard accessible within Lysted’s software platform or website (“Application”) to monitor, access or update a Referrer specific referral link (“Referral URL”), revise the status of in-progress referrals or rewards, and communicate with Lysted regarding referrals.

2. Eligibility:

A. The Referral Program is only available to Eligible Referrers and Eligible Referees. As used herein Eligible Referrers are those existing, registered, users of Lysted Applications that are (i) in good standing with any and all accounts connected to such Applications; (ii) compliance with all of Lysted’s terms of service; (iii) not currently engaged in a dispute with Lysted, or its parent or subsidiary companies.

B. An Eligible Referee must be new user of the Services who has opened a new account using the Application using the Referrer's Referral URL. If you are opening a new account for the Services, or to use the Application as an Eligible Referee, you hereby certify that you have not been a prior customer of Lysted and no one has opened an account with Lysted using your name, valid tax ID number or account information. Furthermore, in order to be an Eligible Referee, you hereby agree to the terms of this Agreement, as well as any and all other terms of service or other agreements governing use of Lysted Services or Application.

3. Referral Reward Criteria:

A. Both Eligible Referrers and Referees will be entitled to a reward under the Referral Program when an Eligible Referee, referred by an Eligible Referrer, sells a minimum of $400 worth of tickets (“Minimum Sales Amount”) using the Application. In the event that the Referee sells the Minimum Sales Amount:

A.a. The Eligible Referrer will receive a $25 gift card from one of a collection of available vendors provided by a link on the Application available at the time of redemption (“Referrer Reward”).

A.b. The Eligible Referee will receive a $10 gift card from one of a collection of available vendors provided by a link on the Application at the time of redemption (“Referee Reward”). Referrer and Referee Reward amounts are subject to change and shall be in U.S. dollars. Only one Referee Reward is provided to an Eligible Referee.

A.c. As used herein both the Referrer Reward and Referee Reward are herein referred to collectively as “Rewards”).

4. Rewards Issuance:

A. Rewards will not be available until at least 30-days after the Referee has been paid for the tickets that have sold. Any accumulated Rewards will be issued to Referrer and Referees once per month of the 15th day of each month. Where the 15th falls on a weekend or holiday, then Rewards will be issued on the next business day. Rewards accumulated thereafter, but within the same month, will be provided in the following month.

B. In order for Referrer and Referee to receive any Rewards, Referrer must first complete any payment request form as required by Lysted and as provided on the dashboard of the Application, and maintain a valid account with Lysted that includes at least a U.S. mailing address and a linked bank account.

C. Rewards will be provided electronically, via email, using the email that you associated with your account.

D. The Referrer and Referee Rewards are exclusive of taxes, and Lysted might withhold or charge taxes if determined by law.

E. Referrer and Referee are solely responsible for ensuring that their respective account information is accurate and current. Lysted will not be responsible for any payments not received due to Referrer and Referee failing to provide accurate and complete account information for payment, or any other relevant or required information.

F. Lysted reserves the right, in its sole discretion, to change the terms and conditions of the provision, delivery, or payment made to Referrer and Referee Rewards.

5. Referral Link Sharing:

A. Referrers may share their unique referral link (“Custom URL”) indefinitely.

B. Referrer will use best efforts to distribute its Custom URL: (a) only to Eligible Referees; and (b) only after Lysted has approved the distribution by providing Referrer with the Custom URL. All marketing materials (including without limitation the text of email distributions, if any) must be (i) strictly consistent with any instructions provided by Lysted, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. At Lysted’s request, Referrer will block distribution of Custom URL to parties as Lysted designates in its sole discretion, consistent with applicable laws.

C. Referrers can refer as many Referees, so long as they are Eligible Referees, to Lysted Services to continue earning Referrer Rewards.

6. Compliance:

A. As a condition of this Agreement, all Eligible Referrers must comply with all applicable laws and regulations, and be in compliance with the terms of this or any other agreement with Lysted.

B. Fraudulent or dishonest activities, including but not limited to self-referral, are strictly prohibited and may result in disqualification from the Referral Program.

C. Anti-Bribery Laws and Reporting. Participant will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage.

D. Export Control Laws. Referrer and Referee will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.

E. Acceptable Use Policy. Referrer and Referee will not send, post, transmit or otherwise use any Lysted provided content, including the Lysted name or the Services, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.

F. Certification. Referrer and Referee represents, warrants and certifies to Lysted that: (i) it has legal authority to enter into these terms and participate in the Program; (ii) its employment contract (if applicable) does not restrict it from participating in the Program; (iii) each Referral submitted by Referrer will be reasonably made in good faith as an Eligible Referee; and (iv) it will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section above.

7. Modification and Termination:

A. Lysted may at any time and in its sole discretion: (i) modify or update the terms of, including but not limited to, the Program, the Rewards offered, the Minimum Sales Amount, this Agreement, or any terms of service governing the use of the Services or Application (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) revoke a Your account, and/or terminate your participation in the Referral Program in its entirety, with or without cause. If Lysted provides you with an updated Custom URL, (and applicable terms and conditions), You agree you will begin using, and will be subject to, such updated versions no later than 30 days after receiving them.

B. Each party will own all right, title and interest to all intellectual property rights, including trade names, trademarks, service marks, logos and domain names it secures from time to time ("IP Rigths”). Unless otherwise stated, no licenses to any IP Rights are given.

C. Restrictions. Referrer will not, and will not allow any third party to: (a) "frame," minimize, remove, or otherwise inhibit, the full and complete display of any Lysted web page; (b) cause any hyperlinks to web pages on the Lysted web site to create a new browser window; (c) otherwise display Lysted web pages in a distorted or diluted fashion; or (d) seek to circumvent, disable, exploit or otherwise bypass any access controls or usage limits or otherwise try to exploit the Application in a manner to seek Referral or Referee Rewards without compliance with the terms of this Agreement.

D. Confidentiality. Referrer or Referee may not disclose the terms, conditions or existence of any non-public aspect of the Referral Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.

E. Indemnification. Referrer will defend, indemnify and hold harmless Lysted, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Referrer’s participation in the Program; (b) Participant’s web site(s), Lysted’s use of any Referrer content (provided that such use complies with the requirements of the Agreement); and (c) Referrer’s breach of any representation or warranty in this Agreement.

F. Representations and Warranties. Referrer warrants that (a) Referrer will use all information provided by Lysted in a manner that complies with applicable law; (b) Referrer will clearly and conspicuously display the text of the applicable terms and conditions for Referee Rewards provided to Referee accordance with this Agreement; and (c) Referrer will conduct all activities in furtherance of this Agreement in accordance with applicable law.

8. Governing Law:

A. Governing Law. ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED LYSTED PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.

B. Arbitration and Disputes. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, such a Dispute may be litigated exclusively in the Federal or State Courts of Los Angeles County, California, USA, and the parties consent to personal jurisdiction in those courts.

9. Miscellaneous.

All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Referrer will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, those section, which by their nature are intended to survive the termination of this agreement, shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).

10. Contact:

A. For questions or concerns regarding the Referral Program or this Agreement, please contact Lysted at [email protected]