StubHub, Inc. User Agreement
Last Updated: February 1, 2013
Your User Agreement
Welcome to StubHub, Inc. ('StubHub'). This User Agreement ('Agreement') describes the terms on which StubHub offers you access to StubHub.com (our 'Site') and StubHub services, including but not limited: to the services provided by our affiliate, Last Minute Transactions, Inc. ('LMT'), which operates Last Minute Services; and services provided through StubHub's mobile applications or mobile version of the Site (collectively, the 'Services').
This Agreement is a contract between you ('you', 'user', 'Buyer' or 'Seller') and StubHub ('StubHub', 'we' or 'us'; as used in this Agreement, 'we' and 'us' includes LMT) and applies to your entire relationship with StubHub and all Services that StubHub provides.
Please be advised: This Agreement contains provisions that govern how claims that you and we have against each other are resolved (see Section 9 'Disputes with StubHub' below). It also 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 of the Agreement to Arbitrate (see Section 9.2 'Agreement to Arbitrate'). Unless you opt out: (1) you will only be permitted to pursue claims against StubHub 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. Introduction. StubHub is a ticket marketplace that allows fans to buy and sell tickets and related passes at prices they agree upon.
1.2 Fees. Registration and listing tickets and related passes on the Site is free, but StubHub charges selling service fees and in many cases buying service fees (collectively referred to as the 'Service Fees', as well as shipping, delivery or fulfillment fees (collectively referred to as the 'Fees'. Fees are not for the ticket or related pass, rather, they are for various purposes, including covering the costs of running the Site and creating a robust ticket marketplace. Fees will be disclosed to you prior to the finalization of your purchase or listing of tickets or related passes for sale, or as set forth in the Top Seller Manual (provided separately for qualified Top Sellers).
2.1 Seller Responsibilities.
(a) Ticket Information.
In Hand and Expected Delivery Dates. You agree to provide correct and accurate information about the tickets or related passes you list on the Site, including whether the tickets or related passes are in your physical possession ('In Hand') and, if not in your physical possession ('Not In Hand'), when you will be able to send them ('Expected Delivery Date') if they sell. You're responsible for fulfilling the sale of your tickets or related passes with the exact tickets or related passes you listed on the Site on or before the Expected Delivery Date. If your tickets or related passes haven't sold and the Expected Delivery Date changes, you may change the Expected Delivery Date without penalty. If your tickets or related passes have sold and you need to modify your Expected Delivery Date, you must do so according and subject to the provisions in Section 2.1(b).
Piggyback seats. Except for 'piggyback' seats (seats that are directly behind one another, are in two consecutive rows, and have the same number of seats in each row), you agree and understand that if you're listing more than one ticket for sale, the seats for the tickets you're listing must be together (together means consecutive and adjacent). If you're listing 'piggyback' seats then you're required to check the box designating the seats as 'piggyback' when you list them.
(b) Reporting an Issue.
Subject to the exceptions identified in Section 2.1(b)(ii), you have forty-eight (48) hours from the time your tickets or related passes are sold to 'Report an Issue' (e.g., you no longer have the exact tickets you listed for sale, or you can no longer send your tickets on or before the Expected Delivery Date) without a monetary penalty. You can 'Report an Issue' by following the 'Report an Issue' link in your Sale Notification email or by clicking the 'Report an Issue' link on the 'Open sales' tab in My Account. If you do not Report an Issue within the time permitted above, you may be subject to a replacement fee, other charges, and/or other consequences, as specified in Section 5 'Consequences'. When Reporting an Issue, you understand and agree that your modification (including but not limited to, your modification of the Expected Delivery Date) may not be accepted, and StubHub may, in its sole discretion, cancel the sale without further notice to you and not pay you for that sale. If you Report an Issue more than three (3) times within a twelve (12) month period, StubHub reserves the right, in its sole discretion, to issue you a warning, or temporarily or permanently suspend you from using StubHub's Site or Services.
If (a) your tickets or related passes sell seventy-two (72) hours or less before the event is to take place, (b) you have listed Instant Download tickets or related passes, or (c) your tickets or related passes are to be delivered by LMS, then you must send the exact tickets or related passes you listed for sale on or before the Expected Delivery Date without exception. You will not have the option to 'Report an Issue' online. In these cases, it is still your obligation to inform customer service of any issue regarding your tickets or related passes by calling 1.866.788.2482 immediately. In these circumstances, if you do not send the exact tickets or related passes you listed for sale or you do not deliver the tickets or related passes you sold on or before the Expected Delivery Date, whether or not you reported the issue within 48 hours of the notification of sale, you may be subject to a replacement fee, other charges, and/or other consequences as specified in Section 5 'Consequences'.
(c) Event Cancellations. If an event is cancelled, we will remove the event and listings related to the event from the site. If you sold tickets to an event that is cancelled, we'll cancel the sale and you won't be paid. If you had already been paid for the sale, we'll charge your Payment Method for the amount you received for the original sale.
(d) Event Postponement. If you sold tickets to an event that is postponed or rescheduled, you aren't permitted to resell those tickets or related passes or in any way invalidate or change a ticket or related pass you sold to the postponed or rescheduled event. If you do, you agree that StubHub may charge your Payment Method for any costs StubHub incurs and/or you may be subject to other consequences as further specified in Section 5 'Consequences'.
(e) Pre-Delivered Tickets or Related Passes. If you upload electronic tickets or related passes for sale and then subsequently remove that listing, we aren't responsible if you're unable to use your tickets or related passes due to technical or any other reasons.
(f) Payments. Top Sellers will receive their payments as set forth in the Top Seller Manual. Generally, other sellers will be sent payments within five (5) business days (sometimes longer) following StubHub's confirmation of the Buyer's receipt of tickets or related passes. Payment receipt times will vary depending on the payment method chosen by the Seller.
3. Your relationship with us.
3.1 General. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement, your use of the Site, or the provision of our Services.
- To contact you for reasons relating to your account or your use of our Sites, Services, application or tools (such as to collect a debt, resolve a dispute, or to otherwise enforce our User Agreement) or as authorized by applicable law
- To contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future
3.4 Recording Calls. You understand and agree that we may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with us or our agents for quality control and training purposes or for our own protection. You acknowledge and understand that, while your communications with us may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by StubHub, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
3.5 Fraud Protection. In our effort to protect our Buyers and Sellers we may screen ticket sales or listings for signs of fraud using algorithms or automated systems, which may result in automatic cancellation of listings or sales and temporary or permanent suspension of accounts. If your transaction is cancelled in error, or your account suspended in error, please contact us and we may reinstate your account or listing, in our sole discretion.
4. Things we don't allow. If you violate any provision set forth in this Section 4, you may be subject to any and all of the Consequences set forth in Section 5, in StubHub's sole discretion.
4.1 Offline Transactions. You agree not to use the Site or the Services to (a) contact other StubHub users, (b) invite contact with other StubHub users, or (c) solicit sales outside of StubHub.
4.2 Inappropriate Behavior. You agree not to use abusive language or behave in an abusive manner to any StubHub employee or user. You also agree to behave appropriately and in compliance with venue standards of conduct at events for which you have purchased tickets and related passes through use of our Site or our Services.
4.3 Illegal Activity. You agree not to use the Site or the Services for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and Services and the listing, selling, buying, and use of tickets and related passes. This includes, but is not limited to, laws pertaining to pricing your tickets. You acknowledge that StubHub does not monitor or obtain the face value or total amount paid by the Seller of tickets listed on the Site.
You agree to pay any and all local, state, federal, or international taxes that may be due. You agree not to use, or permit anyone to use, information provided through the Site or our Services for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized Payment Method. You agree not to copy, modify, or distribute any content from the Site, including StubHub's copyrights and trademarks, and/or link to the Site without StubHub's prior written permission.
4.4 Double Posting and Removal of Tickets. To post a ticket or related pass for sale on the Site you must first register with the Site. Once a ticket or related pass is posted, we strongly discourage posting that ticket or related pass for sale elsewhere. If you do post your ticket or related pass for sale elsewhere and the ticket or related pass sells elsewhere or otherwise leaves your control after you list it, you must then remove your listing from StubHub. If you choose to list your ticket or related pass for Instant Download or with Last Minute Services, you agree to list your ticket or related pass for sale on the Site exclusively.
4.5 Stolen Property. The sale of stolen property on StubHub is strictly forbidden and violates state, federal and international law. StubHub strongly supports law enforcement efforts to recover stolen property that is listed on the Site, and urges the prosecution of those responsible for knowingly attempting to sell such items on StubHub. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments.
4.6 Promotional Materials. Buyers' names and addresses are provided to Sellers for the sole purpose of shipping the specific purchased ticket(s) and may not be used by the Seller for any other purpose, either in connection with, or separately from, such shipment(s). Sellers agree not to include any promotional or other commercial material that is not provided or approved by StubHub in their shipment to the Buyer. This includes, but is not limited to: material that announces a website or invites the Buyer to visit a website other than catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. You agree not to separately contact the Buyer at any time for any reason or represent to any Buyer that you're affiliated with or a representative of StubHub.
4.7 Misrepresentation of Tickets or Related Passes. You must accurately answer all questions asked during the listing for sale process, including whether the tickets or related passes are In Hand, and, if not In Hand, the Expected Delivery Date. You must not withhold any relevant information, whether or not we request it. Inaccurate presentation of the possession status of a ticket or pass, seat locations, quantity, quality, or other information is not allowed.
4.8 Speculative Tickets. We do not allow the listing or selling of speculative tickets or 'spec tickets'( tickets or related passes that the Seller does not yet actually own).
4.9 Unauthorized Access and Interference. StubHub's Site contains robot exclusion headers and rules in robots.txt. Information on our Site is subject to constant updates and changes. Much of the information on our Site is also proprietary or is licensed to StubHub by our users or third parties. You agree that you will not use any robot, spider, scraper, or other automated means to access our Site for any purpose without our express handwritten permission.
Additionally, you agree that you will not:
- take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our Site or Services without the prior express written permission of StubHub and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of our Site or Services or any activities conducted on or with our Site or Services; or
- bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our Site or Services.
5.1 Investigations. We may investigate complaints and violations of our policies or the policies of venues, artists, or teams. You agree to cooperate fully with such investigations, including without limitation: providing us specific information regarding your right to a ticket or related pass, the source of a ticket or related pass, your acquisition of a ticket or related pass, and the price you paid for a ticket or related pass.
5.2 Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion (including without limitation: issuing a warning, temporarily or permanently suspending you from using the Site or Services, denying access, removing a listing, recommending you edit a listing, cancelling a sale, requiring you to send the ticket(s) to the Buyer within a specified time, withholding a payment to you, or charging the Payment Method on file for costs we incur) if: (a) you breach this Agreement or any policy or term it incorporates by reference; (b) you breach any representation or warranty you make under this Agreement; (c) you're unwilling to cooperate with our investigation of a complaint or reported violation; (d) we're unable to verify or authenticate any information you provide; (e) you engage in an activity set forth in Section 4 of this Agreement; or (f) we believe your conduct may cause legal liability for you, for other users, or for StubHub. You agree that payments owed to you for sales made through this Site or through use of our Services may be suspended or delayed pending our investigation. StubHub is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful, made in bad faith, or otherwise made in violation of this Agreement.
5.3 Disclosure of Information. You agree that StubHub may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. StubHub will cooperate to ensure that violators are prosecuted to the fullest extent of the law. StubHub will also respond to all inquiries initiated by governmental agencies or as otherwise legally compelled.
5.4 Making Adjustments. If (a) a sale is cancelled for any reason; (b) you engage in an activity set forth in Section 4 of this Agreement; (c) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (d) subject to the exceptions set forth in Section 2.1(b),you aren't able to produce the exact seats that you listed on the Site or send the tickets or related passes on or before the Expected Delivery Date or you otherwise fail to fulfill the sale of your tickets or related passes; (e) you send incorrect, misrepresented, invalid, fraudulent or counterfeit tickets or related passes for any sale or portion of a sale; (f) you resell, invalidate or change a ticket or related pass to a postponed event as described in Section 2.1(d); or (g) you otherwise owe StubHub a specific amount, then you authorize StubHub to withhold payment or charge your Payment Method any amount you owe us and all costs StubHub incurs due to your conduct, including but not limited to, a late shipment fee or late delivery fee, reprinting fee, shipping re-routing charges, the cost of replacement tickets or related passes, coupons, gift certificates, refunds, and other costs required to compensate the Buyer or Seller for his or her bad experience. We may also first deduct any amount you owe us from any amount we owe you. Closing of accounts or opening and maintaining more than one account does not alter your total liability to us, and we may combine amounts due to us from multiple accounts.
6. We own the intellectual property rights to our Site and Services.
6.1 Ownership of Intellectual Property. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, 'Intellectual Property') are, and shall remain, our sole property, and (ii) nothing in this Agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of StubHub's Intellectual Property.
6.2 Copyright. The software, the Site and/or our Services, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of StubHub 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 on the Site or through our Services is the exclusive property of StubHub 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 Site or through our Services is strictly prohibited.
7.1 User Content. When providing us with text, graphics, photos, music, videos, audiovisual combinations, interactive features and other materials or content ('User Content'), you grant us a non-exclusive, perpetual, transferable, irrevocable, assignable, royalty-free, fully paid up, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute (through multiple tiers), create derivative works from, publicly perform, display, store, digitally perform, make or deliver digital audio transmissions, encode, transcode, publish (online, on the Site, on any other website(s), as well as through mobile channels, and offline, in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize User Content, or any portion thereof, in any manner and context, in any way, in any and all media now known or hereinafter developed and on any device(s), whether or not portable, wired, or wireless, without limitation, throughout the universe.
You agree that: (i) the rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content; (ii) StubHub is not under any obligation, whether of confidentiality, attribution or otherwise, and will not be liable for any use or disclosure of any User Content; (iii) is under no obligation to post, display or otherwise use any User Content, (iv) has no obligation whatsoever to provide you any compensation for the use or display of your User Content or otherwise from the exercise of StubHub's rights granted under this Section, even if StubHub is compensated therefrom; (v) StubHub has the right (but not the obligation) to monitor the User Content that you or third parties post, and to alter or remove any such User Content; and (vi) StubHub has the right to disclose User Content and the circumstances surrounding its transmission to any third party in order to operate the Site or our Services properly, to protect ourselves and third parties, and to comply with legal obligations or governmental requests.
You further agree to waive your right to be identified as the author of User Content and your right to object to derogatory use or treatment of such User Content. If StubHub does decide, in its sole discretion, to attribute User Content to you, you hereby grant StubHub the right to use your name (and/or any user name), image, likeness, and/or photo with respect to such attribution, and you waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos.
You are prohibited from posting any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. However, if such content is posted, StubHub will have no liability related to the content. You acknowledge and agree that StubHub has the right (but not the obligation) to monitor the User Content that you or third parties post, to alter or remove any such User Content, to disclose such User Content and the circumstances surrounding its transmission to any third party in order to operate the Site or our Services properly, to protect ourselves and third parties, and to comply with legal obligations or governmental requests. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties.
You shall be solely responsible for your own User Content and the consequences of posting or publishing it.
7.2 Representations and Warranties. You represent and warrant that any information you provide to us, to other users, or to visitors, including but not limited to User Content, (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) doesn't involve the sale of counterfeit or stolen items; (d) doesn't infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) is yours or you have the necessary licenses, rights, consents, and permissions to such information and to grant the rights and licenses to StubHub under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all such information in the manner contemplated in this Agreement; (f) doesn't violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (g) doesn't contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (h) is not intended to circumvent or violate the letter and spirit of this Agreement and the lawful functioning of StubHub's ticket marketplace.
You further represent and warrant that you have the written consent, release, and/or permission of each and every person identified in any information you provide, including but not limited to User Content, to use the name or likeness of such person or, if such persons are minors, the written consent, release, and/or permission of such minor's parent or legal guardian.
7.3 Contributions. By submitting ideas, suggestions, documents, and/or proposals ('Contributions') to StubHub, you acknowledge and agree that: (a) your Contributions don't contain confidential or proprietary information; (b) StubHub isn't under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) StubHub shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media now known or later developed and throughout the universe; (d) StubHub may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of StubHub without any obligation of StubHub to you; and (f) StubHub is free to use any ideas, concepts, or techniques that you send StubHub for any purpose, including but not limited to, developing and marketing products that incorporate such ideas, concepts or techniques; and (g) you aren't entitled to any compensation or reimbursement of any kind from StubHub under any circumstances.
7.4 DMCA Take Down Notice Procedure. If you're a copyright owner or an agent of a copyright owner and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ('DMCA') by providing StubHub's Copyright Agent with the following information in writing, (pursuant to 17 U.S.C 512(c)(3)):
a. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit StubHub, the service provider, to locate the material;
d. Information reasonably sufficient to permit StubHub to contact you, such as an address, telephone number, and, if available, an email address;
e. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement, under penalty of perjury, that the information in the notification is accurate that you're authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must provide notice of claimed infringement to StubHub's designated Copyright Agent by mail to Copyright Agent, StubHub, Inc., 173 West Election Road, Draper, Utah 84020; by email to copyright@StubHub.com; by phone at 1.801.545.2711; or by fax to 1.801.757.9521. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to CustomerService@StubHub.com or 1.866.788.2482. You acknowledge that if you fail to comply with all of the requirements of this Section 7.4, your DMCA notice may not be valid.
Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice containing the following information to the Copyright Agent at the address(es) listed above:
a. Your physical or electronic signature;
b. Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
c. A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification; and
d. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by StubHub's Copyright Agent, StubHub may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at StubHub's sole discretion.
8.1 Tax Indemnity. You agree that StubHub is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold StubHub and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by StubHub that arise out of any third party or governmental claim that involves, relates to or concerns any federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. You agree to provide StubHub with your Social Security Number or tax ID if necessary for StubHub to provide information to the Internal Revenue Service related to payments you receive from us and further authorize StubHub to release that information to the IRS or other competent governmental body.
8.2 Change or Suspension of Site. StubHub reserves the right at any time to modify or discontinue, temporarily or permanently, the Site, the Services, or any part of the Site or Services with or without notice for any reason. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement.
8.3 Regular Maintenance. StubHub performs regularly-scheduled daily maintenance from 11 p.m. to 3 a.m. Pacific Time. Emergency maintenance can occur at any time, but is limited to after 11 p.m. when possible. During maintenance periods, the Site or our Services may be temporarily unavailable.
8.4 Sale of Tickets. StubHub does not provide any guarantee that your tickets or related passes will sell and will not provide any compensation for tickets or related passes that do not sell on our Site or through our Services, including for unsold tickets or related passes resulting from a Site or Service outage or maintenance. StubHub also does not guarantee how long it will take for a listing to appear on the Site after it is posted and is not responsible for unsold tickets or related passes resulting from any listing delays.
9. Disputes with StubHub.
You and StubHub agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the StubHub, Inc. User Agreement ('User Agreement'); your use of, or access to, StubHub's Site or Services; or any tickets or related passes sold or purchased through StubHub's Site or Services will be resolved in accordance with the provisions set forth in this Section (Section 9 'Disputes with StubHub'). Please read this Section carefully. It affects your rights and will impact on how claims you and we have against each other are resolved.
9.1 Applicable Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and StubHub, except as otherwise stated in the User Agreement.
9.2 Agreement to Arbitrate. You and StubHub each agree that any and all disputes or claims that have arisen or may arise between you and StubHub relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to StubHub's Site or Services, or any tickets or related passes sold or purchased through StubHub's Site or Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND STUBHUB AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND STUBHUB AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, 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 STUBHUB USERS.
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.
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.
The arbitration will be conducted by the American Arbitration Association ('AAA') under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's website at http://www.adr.org.In addition to filing this form with the AAA in accordance with its rules and procedures, you must send a copy of the completed from to us at the following address to initiate arbitration proceedings: StubHub, Inc. c/o National Registered Agents, Inc., 2875 Michelle Dr., Ste. 100, Irvine, CA 92606.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or StubHub may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and StubHub subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or StubHub, unless the arbitrator requires otherwise.
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 StubHub users, but is bound by rulings in prior arbitrations involving the same StubHub 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.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, StubHub will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by StubHub should be submitted by mail to the AAA along with your Demand for Arbitration and StubHub will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you're able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, StubHub will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse StubHub for all fees associated with the arbitration paid by StubHub on your behalf that you otherwise would be obligated to pay under the AAA's rules.
With the exception of any of the provisions in subsection (a) of this Agreement to Arbitrate ('Prohibition of Class and Representative Actions and Non-Individualized Relief'), 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 any of the provisions in subsection (a) of this Agreement to Arbitrate ('Prohibition of Class and Representative Actions and Non-Individualized Relief') is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the User Agreement, including all other provisions of Section 9 'Disputes with StubHub', will continue to apply.
You can choose to reject this Agreement to Arbitrate ('opt out') by mailing us a written opt-out notice ('Opt-Out Notice'). For new StubHub users, the Opt-Out Notice must be postmarked no later than 30 days after the date you accept the User Agreement for the first time. If you're already a current StubHub user and previously accepted the User Agreement prior to the introduction of this Agreement to Arbitrate, the Opt-Out Notice must be postmarked no later than April 18, 2013. You must mail the Opt-Out Notice to StubHub, Inc., Attn: Litigation Department, 2145 Hamilton Avenue, San Jose, CA 95125.
For your convenience, we are providing an Opt-Out Notice form you must complete and mail to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including The Opt-Out Notice must state that you do not agree to this Agreement to Arbitrate and must include your name, address (including street number and address, city, state, and zip code), phone number and the email address(es) used to log in to the StubHub account(s) to which the opt-out applies. You must sign the Opt-Out Notice 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 of Section 9 'Disputes with StubHub', 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.
Future Changes to the Agreement to Arbitrate
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against StubHub prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and StubHub. We will notify you of changes to this Agreement to Arbitrate by posting the amended terms on http://www.StubHub.com at least thirty (30) days before the effective date of the changes 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.
Moreover, if we seek to terminate the Agreement to Arbitrate as included in the User Agreement, any such termination shall not be effective until thirty (30) days after the version of the User Agreement not containing the Agreement to Arbitrate is posted to http://www.StubHub.com, and shall not be effective as to any claim that was filed in a legal proceeding against StubHub prior to the effective date of termination.
9.3 Notices. Except as explicitly stated otherwise, legal notices shall be served on StubHub's national registered agent (in the case of StubHub) or your email address on file with us (in your case). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to the physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.
9.4 Release and Covenant Not to Sue. StubHub acts as a marketplace only to bring Buyers and Sellers together to list, sell, and purchase tickets and related passes from one another. Sellers set prices for tickets and related passes in their sole discretion and those prices may be higher or lower than the face value of the ticket or related pass. In all cases, selling and buying tickets or related passes using our Site and Services, as well as sending tickets or related passes that are sold or purchased using our Site or Services, are transactions between Buyers and Sellers. The fulfillment of sales for tickets or related passes, including delivery and shipment of tickets or related passes, is the responsibility of the Seller. If you have a dispute with one or more users, as a Buyer or Seller, you release and covenant not to sue StubHub, its affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. In entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
9.5 Transactions Involving Tickets to Events in Illinois. 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 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.
9.6 General Indemnity. You agree to indemnify and hold StubHub and (if applicable) StubHub's parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors and suppliers (the 'StubHub Indemnitees') harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by StubHub and (if applicable) any StubHub Indemnitee resulting from or arising out of your breach of this User Agreement, your improper use of StubHub's Site or Services, and/or your violation of any law or the rights of a third party.
9.7 Disclaimer of Warranties; Limitations of Liability. You covenant not to sue StubHub, and agree that you will not hold StubHub responsible, for other users' content, actions, or inactions, including without limitation the listing and/or selling of tickets or related passes in violation of local, state, national or international laws. StubHub is a marketplace for fans to buy and sell tickets or related passes. You acknowledge that you're buying tickets or related passes from a third party, not StubHub. While we may help facilitate the resolution of disputes such as through our FanProtect™ Guarantee, we have no control over and do not guarantee the accuracy, quality, safety, truth, accuracy or legality of User Content, listings, and/or items listed or sold.
You agree that you are making use of StubHub's Site and Services on an 'as is' and 'as available' basis. StubHub (inclusive of any of its service providers and licensors) makes no warranty with respect to its software, its Site, its Services, any tickets or related passes, any event, any User Content, or that Sellers or Buyers will perform as promised. Accordingly, to the extent permitted by applicable law and except as specifically provided in this User Agreement and in our FanProtect™ Guarantee, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party rights. In addition, to the extent permitted by applicable law, we are not liable and you agree not to hold StubHub responsible for any damages or losses (including, but not limited to: loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
- Your use of or your inability to use our Site or Services;
- Delays or disruptions in our Site or Services;
- Viruses or other malicious software obtained by accessing our Site or Services or those of any site, services, or tools linked to our Site or Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Site or Services or in the information and graphics obtained from them;
- A cancellation of, suspension or other action, whether made in error or not, taken with respect to your account or a decision by StubHub to otherwise impose any of the Consequences outlined in Section 5 of this User Agreement;
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies; StubHub reserves the right to modify its policies and this User Agreement at any time consistent with the provisions outlined herein;
- The duration or manner in which tickets or related passes you list appear on the Site or Services;
- Your contact with other StubHub users, transactions conducted outside of StubHub, including those that originate at StubHub and are taken offline and those that may be facilitated through the use of any StubHub social media or other off-Site communication;
- Your posting of any libelous, obscene, defamatory, pornographic, or other materials that violate any laws; and
- Infringement of your rights as creator of User Content, including without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of Fees in dispute not to exceed the total Fees which you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100.
10. General Provisions.
This Agreement (and all documents, terms, or policies incorporated by reference) constitutes the entire agreement between you and StubHub pertaining to the subject matter hereof and supersedes all prior agreements and understandings between you and StubHub 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. Unless stated otherwise in 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. StubHub may assign or transfer this Agreement at any time. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of StubHub, which we can refuse in our sole discretion. Unless stated otherwise in this Agreement, nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their permitted successors and assigns. 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.
We may amend this Agreement at any time by posting the amended terms on www.StubHub.com. Our right to amend the Agreement includes the right to modify, add to, or remove terms in the Agreement. Except as stated otherwise in this Agreement or elsewhere, all amended terms shall automatically be effective thirty (30) days after they are initially posted on www.StubHub.com, or upon acceptance for new users. This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, 'writing' does not include an email message and a signature does not include an electronic signature.
The following Sections survive any termination of this Agreement: Fees (Section 1.2), Consequences (Section 5), Content (Section 7), Tax Indemnity (Section 8.1), and Disputes with StubHub (Section 9).
If you are a California 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.