SeatGeek Partner License Agreement
SeatGeek Partner License AgreementThis SeatGeek Partner License Agreement including all documents, agreementsand policies that are incorporated into the Agreement by reference and all materialscontained on www.SeatGeek.com/partners (“the Partner Site”) or provided to you by us, (collectively, the “Agreement”) describes the terms under which SeatGeek, Inc. (“SeatGeek”) offers you a license to use SeatGeek widgets, links, charts, API, or any other materials made available to SeatGeek Partners (collectively, “SeatGeek Content”) . If you are not willing to accept any of the terms of this Agreement, you may not use SeatGeek Content.
1: Modifications to Agreement
SeatGeek reserves the right to update and change,from time to time, the terms of this Agreement by posting the amended terms at relevantlocations onthe Partner Site or providing you with the amended terms by email. All amended terms shall be effective when they are posted on the Partner Site. Use of SeatGeek Content after the date on which such changes become are posted shall constitute your acceptance of such changes.
2: License and Restrictions.
2.1 Partner License
Subject to the terms and conditions of this Agreement,SeatGeek hereby grants you a nonexclusive, nontransferable, nonsublicenseable licenseto use SeatGeek Content You may do the following under this Agreement:
(a)Enable the software application that you develop, own and operate(your “Application”) to use SeatGeek Content in accordance with this Agreement (the “Permitted Use”);
(b)Make limited intermediate copies of the SeatGeek Content only as necessary to perform an activity permitted under this Agreement SeatGeek reserves the right to modify, change, update and/or enhance http://SeatGeek.com (“the SeatGeek Site”), the SeatGeek database, (“the Database”), the Permitted Use and/or SeatGeek Content (each a “Modification”) at any time with or without notice to you in SeatGeek’s sole and exclusive discretion. You acknowledge and agree that such Modifications may affect your Application and/or your site and may require you to make changes to your Application to be compatible with, and/or interface with the SeatGeek Site. Without limiting Section 10 (“Disclaimer of Other Warranties and Limitation of Liability”) below,SeatGeek shall not be liable for any costs incurred by you, lost profits or damages of any kind arising out of or in connection with any Modification.
2.2 General License Conditions and Restrictions.
(a)You shall not use SeatGeek Content in any way not expressly permitted or granted under this Agreement;
(b)During the term of this Agreement and following its expiration orearly termination, you shall not use (or facilitate use of) any alternative means such asrobots, spyders, scraping or other technology to access, query or use the SeatGeek Site,the Database, or SeatGeek Content to obtain any information, other than as provided bySeatGeek to you pursuant to this Agreement;
(c)You shall not distribute, publish, facilitate, enable or allow access to SeatGeek Content from any location or source other than through your Application;
(d)You shall not provide SeatGeek Content to any third parties not expressly authorized by this Agreement and you shall not permit or enable third parties to copy or obtain SeatGeek Content from your Application or your site in any unauthorized manner including, but not limited to, the use of using robots, spyders, scraping or any other technology;
(e)You shall not disclose or permit the disclosure of SeatGeek Content (other than SeatGeekContent authorized to be displayed in accordance with this Agreement)
(f)You shall not collect personally identifiable information of any user of the SeatGeek Site through your Application;
(g)You shall not modify, decompile or otherwise alter the Database;
(h)You shall not commercialize (i.e., sell, rent or lease), copy, store orcache SeatGeek Content, other than for the intermediate purposes allowed by thisAgreement;
(i)Your Application and your use of SeatGeek Content shall not: (i) be false, inaccurate or misleading; (ii) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (v) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that maydamage, detrimentally interfere with, surreptitiously intercept or expropriate any system,data or other personal information; or (vi) create liability for us or cause us to lose (inwhole or in part) the services of any internet service provider or other suppliers; and
You shall be responsible for all costs you incur in associationwith any required approval of SeatGeek of your Application and any modifications necessary to meet the approval criteria and you will not be permitted to publicly display your Application until approval is complete.
2.4 Display of Logo
SeatGeek hereby grants you a nonexclusive license todisplay the SeatGeek Logo as described herein (including those provided to you bySeatGeek or contained in the Partner Site). Notwithstanding anything to the contraryherein, SeatGeek shall retain final approval over the placement of each such SeatGeekLogo on your Application and your site, which such approval may be withheld inSeatGeek’s sole discretion.
3.Partner Program Payments
SeatGeek offers you fifty percent of all costperclick and costperaction revenue received by SeatGeek as a result of actions taken by your users on SeatGeek within a twenty four hours period of being transferred to SeatGeek through SeatGeek Content hosted on your site. All payments made to SeatGeek Partners will be determined by SeatGeek in its sole discretion. Without limitation, SeatGeek reserves the right to withhold payments to the extent that it determines that transactions completed on the SeatGeek Site are not legitimate or that you have violated the terms of this Agreement.
4. Ownership; Sublicensing
As between SeatGeek and you: (i) SeatGeek retains allrights, title and interest in and to all intellectual property rights embodied in or associatedwith SeatGeek Content, SeatGeek Site, and any and all SeatGeek services and any content created or derived therefrom; and (ii) you and your suppliers retain all rights, titleand interest in and to all intellectual property rights embodied in or associated with your site and your Application, excluding (i) above and any other intellectual property rights owned by SeatGeek. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by SeatGeek. You shall not take any action inconsistent with SeatGeek’s ownership of the Database and/or SeatGeek Content You shall not exceed the scope of the license granted hereunder. All license rights (under any applicable intellectual property right) granted herein are not sublicenseable, transferable or assignable.
5. Competitive or Similar Materials
In no event shall SeatGeek be precluded fromdiscussing, reviewing, developing for itself, having developed, acquiring, licensing ordeveloping for third parties, as well as marketing and/or distributing, materials which arecompetitive with your Application and/or other products or services provided by you(collectively, “Products”), irrespective of their similarity to current Products or Productsthat you may develop hereafter.
SeatGeek makes no guarantees with respect to the availability or uptimeof the SeatGeek Site, SeatGeek Content or the Database. SeatGeek mayconduct maintenance on any of the foregoing at any time with or without notice to you. SeatGeek makes no guarantees to address, support, or troubleshoot problems, bugs, or questions about SeatGeek Content. If SeatGeek chooses to offer support, it will be separately negotiated between the parties hereto.
7. Term and Termination
The term of this Agreement shall begin on the date onwhich you create a SeatGeek Partner account as reflected in SeatGeek’s records (“Effective Date”) and shall continue until the earlier of two (2) years thereafter or terminated in accordance with this Agreement. SeatGeek reserves the right to terminate this Agreement or suspend or discontinue your SeatGeek Partner License, or any portion or feature thereof, for any or no reason and at any time with or without notice to you and without liability to you. In the event you wish to terminate this Agreement, you must email a termination notice topartners@SeatGeek.com. Any other methods used by you toterminate the Agreement will be void and shall not result in a termination. Your termination notice will be effective when it is received by SeatGeek. Upon the termination of this Agreement, your Partner account shall be revoked, all licenses grantedhereunder shall terminate. The following Sections of the Agreement shall survive any expiration or termination of this Agreement: Section 2.2 (“General License Conditions and Restrictions”), Section 4 (“Ownership; Sublicensing”), this sentence of Section 7 (“Term and Termination”), Section 8 (“Confidentiality”), Section 10 (“Disclaimer of Other Warranties and Limitation of Liability”), Section 11 (“Indemnification”), and Section 12 (“Miscellaneous”).
“Confidential Information” shall include all informationprovided by SeatGeek to you hereunder, and shall include, but not be limited to any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers that is not publicly available In connection with your receipt of Confidential Information, you agree that you shall not disclose Confidential Information to any third party, and shall not use Confidential Information other than as permitted under this Agreement. Your obligations hereunder shall survive the expiration or early termination of this Agreement for a period of three (3) years. Except as expressly set forth herein, no rights or licenses to any SeatGeek intellectual property rights are implied or granted under this agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that SeatGeek shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Please note that any information provided by you to SeatGeek hereunder is considered by SeatGeek to be nonconfidential. SeatGeek has no duty, express or implied, to pay any compensation for the disclosure or use of the any such information provided by you to SeatGeek. Any compensation for the disclosure or use of nonconfidential information is in the sole and absolute discretion of SeatGeek. You acknowledge and agree that any information you provide to SeatGeek is solely to consider a business relationship under this Agreement and you have no expectation of payment.
9. Security and Stability
You acknowledge that it is in the best interests of bothparties that SeatGeek maintain a secure and stable environment. To that end, SeatGeekreserves the right to change the method of access to the Database and/orSeatGeek Content at any time. You also agree that, in the event of degradation orinstability of SeatGeek’s system or an emergency, SeatGeek may, in its sole discretion,temporarily suspend your access to the Database and/or SeatGeek Content under thisAgreement. Your continued access to the Database and SeatGeek Content is subjectto your compliance with the following security standards:
(a) You agree to maintain reasonable safeguards to protect the securityof all information provided to you by SeatGeek and to use such information only asintended under this Agreement.
(b)You agree to adhere at all times to reasonable security practices, asspecified in current industry literature on topics relevant to your interaction with SeatGeek.
(c) You agree to immediately notify SeatGeek in writing upon yourdiscovery a breach of security of your facility, systems or site where SeatGeek Content ordata relating to any use of the SeatGeek Site has been acquired by an unauthorized person. In addition to the foregoing, you agree that SeatGeek may monitor your use ofSeatGeek Content in order to ensure that all such use is proper and intended primarily to direct customers to the SeatGeek site for legitimate purposes.
10. Disclaimer of Other Warranties and Limitation of Liability
EXCEPT ASEXPRESSLY STATED HEREIN, SEATGEEK DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SEATGEEK DOES NOT REPRESENT OR WARRANT THAT THE SEATGEEK SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. SEATGEEK SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE,SEATGEEK'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO $100.
You shall indemnify, defend and hold SeatGeek, its employees,agents, consultants, subsidiaries, partners, and licensors (each an “Indemnified Party”)harmless from and against any and all claims, costs, losses, damages, liabilities,judgments and expenses (including reasonable fees of attorneys and other professionals)(collectively, “Claims”) which SeatGeek and/or any Indemnified Party may incur and that arise from or are related to: (i) your or your agents’ use of the Database, and/orSeatGeek Content; or (ii) the development, operation, maintenance, use and contents ofyour Application and/or your site, including but not limited to any infringement of anythirdparty proprietary rights. At SeatGeek’s option, you shall assume control of thedefense and settlement of any Claim subject to indemnification by you (provided that, insuch event, SeatGeek may at any time thereafter elect to take over control of the defenseand settlement of any such Claim, and in any event, you shall not settle any such Claimwithout SeatGeek’s prior written consent).
This Agreement shall be governed by the laws of the State of New York. Any dispute arising out of or relating to this Agreement shall be resolved by nonbinding mediation in New York City before a single mediator agreed to by the parties within thirty (30) days of a party’s receipt of a written demand for mediation. If the parties are unable to agree on a mediator or the dispute cannot be resolved through mediation, it shall be resolved through binding arbitration before a single arbitrator in New York City, chosen by the New York City office of the American Arbitration Association under its applicable arbitration rules within thirty (30) days of a party’s receipt of a written demandfor binding arbitration. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion are void. You may grant approvals, permissions and consents to SeatGeek by email, but any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties (SeatGeek may refuse to execute any such writings in SeatGeek’s sole and exclusive discretion). Any notices to SeatGeek must be sent to our corporate headquartersaddress as set forth on our website via first class or air mail or overnight courier, and isdeemed given upon receipt. A waiver of any default is not a waiver of any subsequentdefault. Unenforceable provisions will be modified to reflect the parties' intention, andremaining provisions of the Agreement will remain in full effect. You and SeatGeek are not legal partners or agents, but are independent contractors.