1. Introduction. StubHub is a ticket marketplace that allows fans to buy and sell tickets at prices they agree upon.

1.1 Registration on StubHub. Before using StubHub's Site or Services you must read, agree with, and accept all of the terms and conditions contained in this Agreement and the terms and policies linked to this Agreement, including but not limited to the StubHub Privacy Policy, FanProtect™ Guarantee, Top Seller Handbook (provided separately to qualified Top Sellers) and Seller Policies , as well as any other policies communicated to you, whether by email or other methods (the "Additional Policies"). All Additional Policies are hereby incorporated into and made a part of this Agreement by reference. Changes to the Additional Policies may be made from time to time and, except in the case of the Privacy Policy, without notice. Your use of the Site or Services shall constitute acceptance of the terms of the Additional Policies, as modified. We strongly recommend that, as you read this Agreement, you also access and read the linked information.

You must have a valid credit card, debit card, or PayPal account ("Payment Method") on file with us.

You may use the Site or Services to list, sell, or purchase tickets only if you are able to form legally binding contracts, are over the age of 18, and are not temporarily or indefinitely suspended from using our Site or Services.

1.3 Fees. Registration and listing tickets on the Site is free, but StubHub charges both buying and selling service fees (the "Service Fees") and shipping, delivery or fulfillment fees (collectively referred to as the "Fees"). Fees will be disclosed to you prior to the finalization of your purchase or listing of tickets for sale, or as set forth in the Top Seller Manual (provided separately for qualified Top 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. You acknowledge that by using the Site and Services you are doing business in California under the laws of the State of California.

3.2 Privacy. In response to requests by federal, state or local authorities, including tax authorities, subpoenas, court orders, or other legal process, we may disclose information about transactions on StubHub, including but not limited to, information regarding the identity of buyers and sellers. We may also monitor and make a record of your use of our Site or Services and any other communications between you and StubHub and may use the resulting information for internal purposes or as may be required by applicable law. For a complete description of how we use and protect your personal information, see the StubHub Privacy Policy. If you object to your information being transferred or used in this way, please do not use the Site or our Services.

3.3 Recording Calls. You understand and agree that StubHub may, without further notice or warning and in its sole discretion, monitor or record telephone conversations you or anyone acting on your behalf has with StubHub or its agents for quality control and training purposes and for its own protection. You acknowledge and understand that, while your communications with StubHub may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by StubHub, and StubHub does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

3.4 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 sales or listings 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 engage in any activity 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 StubHub Site or Services to (a) contact other StubHub users, (b) invite contact with other StubHub users, or (c) solicit sales outside of StubHub. StubHub is not responsible for any damages or lost profits that result from StubHub users directly contacting other StubHub users or for any damages or lost profits resulting from transactions conducted outside of StubHub, including transactions that originate at StubHub and are taken offline, or transactions facilitated through the use of any StubHub social media outlet or other off Site communication.

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 through our Site or our Services.

4.3 Illegal Activity. You agree not to use this 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. 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 for sale on the Site you must first register with the Site. Once a ticket is posted, we strongly discourage posting that ticket for sale elsewhere. If you do post your ticket for sale elsewhere and the ticket sells elsewhere or otherwise leaves your control after you list it, you must then remove your ticket listing from StubHub. If you choose to list your ticket for Instant Download or with Last Minute Services, you agree to list your ticket 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 such shipment(s) or separately from such shipment(s). If you are a Seller, you agree not to include in your shipment to the Buyer any promotional or other commercial material that is not provided or approved by StubHub. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than StubHub, 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 are affiliated with or a representative of StubHub.

4.7 Misrepresentation of Tickets. You must accurately answer all questions asked during the listing for sale process, including whether the tickets 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 ticket possession status, seat locations, quantity, quality, or other information is not allowed.

5. Consequences.

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, the source of a ticket, your acquisition of a ticket, and the price you paid for a ticket.

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 or recommending you edit a listing) if: (a) you breach this Agreement or any policy it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; (d) you engage in an activity set forth in Section 4 of this Agreement; or (e) we believe your conduct may cause legal liability for you, for other users, or for StubHub. You agree that payments owing 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, 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 are not able to produce the exact seats that you listed on the Site or send the tickets on or before the Expected Delivery Date or you otherwise fail to fulfill the sale of your tickets; (e) you send incorrect, misrepresented, invalid, fraudulent or counterfeit tickets for any sale or portion of a sale; (f) you resell, invalidate or change a ticket to a postponed event as set forth 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 reasonable 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, 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. Content.

7.1 User Content. When providing us with content or posting content on StubHub's Site or through our Services ("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, and without any compensation or acknowledgment to you or any third party.

You agree that the rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content. You agree that 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. You 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 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 further acknowledge that StubHub (a) is under no obligation to post, display or otherwise use any User Content, and (b) 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.

By submitting User Content you certify that either (i) you are eighteen (18) years old or are an emancipated minor and have the right to submit the User Content and grant the licenses provided hereunder, or (ii) you are at least thirteen (13) years old and have obtained your parent's or legal guardian's express consent to submit the User Content and to grant the licenses provided hereunder.

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 hereby agree not to initiate, support, maintain, or authorize any action, claim, or lawsuit against StubHub or its owners/operators, affiliates, and/or licensors, or any other person, on the grounds that any use of User Content, or any derivative works thereof, infringe any of your rights as creator of the User Content, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights.

7.2 Contributions. By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to StubHub, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) StubHub is not 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 are not entitled to any compensation or reimbursement of any kind from StubHub under any circumstances.

7.3 DMCA Take Down Notice Procedure. If you are 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, the service provider, 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 are 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 7.3, 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:

i. Your physical or electronic signature;

ii. 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;

iii. 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

iv. 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. Your warranties to us.

You represent and warrant that any information you provide to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit or stolen items; (d) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (g) is not intended to circumvent or violate the letter and spirit of this Agreement and the lawful functioning of StubHub's ticket marketplace.

You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and Services, including without limitation, laws pertaining to the setting of the price of 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 shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to the User Content 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 User Content in the manner contemplated this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the 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.

Your breach of these warranties may subject you to the consequences set forth in Section 5.

9. Disclaimers.

9.1 No Warranty. Except for the express warranties stated in this Agreement, StubHub provides the Site and Services on an "as is" basis and "as available" basis without any warranties of any kind. StubHub(inclusive of any of its service providers and licensors) makes no warranty with respect to its software, any tickets, any event, any user content the Services StubHub provides, or that Sellers or Buyers will perform as promised, and StubHub expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third-party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.

9.2 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.

9.3 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. 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, for any reason. We do not guarantee continuous, uninterrupted or secure access to our Site or Services, which may be interfered with by numerous factors outside of our control. StubHub is never, for any reason, responsible for tickets listed on the site that do not sell, including tickets that remain unsold during a full or partial Site outage.

9.4 Regular Maintenance. When a Seller lists tickets on StubHub, the listing is generally available for purchase within 15 minutes of posting the listing, but it may take longer than 15 minutes for the listing to appear on the Site after posting. For example, during website maintenance or high website activity, a listing may take longer than 15 minutes to appear on the Site. StubHub is not responsible for unsold tickets resulting from listing delays. StubHub also 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. StubHub is not responsible for unsold tickets resulting from Site or Service maintenance.

9.5 Sale of Tickets. StubHub does not provide any guarantee that your tickets will sell and will not provide any compensation for tickets that do not sell on our Site or through our Services.

10. Legal Notices/Information.

10.1 Notices. Before initiating, joining or participating in any judicial or arbitration proceeding ("Proceeding") either as an individual litigant or member of a class, you must provide StubHub with: (1) written notice of your claim, at least twenty-one (21) days before initiating any Proceeding, explaining in reasonable detail the nature of the claim and any supporting facts; and (2) a reasonable good faith opportunity to resolve the claim without the necessity of a Proceeding. This includes any claims or disputes involving StubHub or any of its affiliates or subsidiaries. Your written notice must be sent via registered mail to StubHub Inc., Attention: Legal Department, 199 Fremont St., 4th Floor San Francisco, CA 94105.

If initiating a Proceeding or otherwise providing us with a legal notice, such Proceeding or legal notice 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.

10.2 Time Period for Initiating a Proceeding. You agree that any cause of action arising out of or related to this Agreement or your access to or use of our Site, Services, or tools must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

10.3 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions.

10.4 Dispute Resolution. If a dispute arises between you and StubHub, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and StubHub agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing.

• Law and Forum for Disputes - You agree that any Claim or dispute either party may have against the other must be resolved exclusively by a state or federal court located in San Francisco, California, except as otherwise agreed by the parties in writing or as described in the Arbitration Option paragraph below. Both parties agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating all such Claims or disputes.


• Arbitration Option - For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or solely based on written submissions, the specific manner (telephone, online and/or by written submission) shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties in writing; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.


• Improperly Filed Claims - All Claims you bring against StubHub must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to the Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, StubHub may recover attorneys' fees and costs up to $1000, provided that StubHub has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

10.5 Limitation of Liability. You will not hold StubHub responsible for other users' content, actions, or inactions, including without limitation the listing and/or selling of tickets in violation of local, state, national or international laws. StubHub is a marketplace for fans to buy and sell tickets. While we may help facilitate the resolution of disputes through our FanProtect™ Guarantee, we have no control over and do not guarantee the accuracy, quality, safety, or legality of items advertised, the truth or accuracy of users' content or listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that a Buyer or Seller will actually complete a transaction.

Except as set forth in our FanProtect™ Guarantee, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our Site and Services.

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 total Service Fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

10.6 Release. StubHub acts as a marketplace only to bring Buyers and Sellers together to list, sell, and purchase tickets from one another. Sellers set ticket prices and those prices may be higher or lower than the face value of the ticket. In all cases, selling tickets as well as placing and sending tickets that are sold are transactions between Buyers and Sellers. The fulfillment of ticket sales, including delivery and shipment of tickets, is the responsibility of the Seller. If you have a dispute with one or more registered users, as a Buyer or Seller, you release StubHub and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from 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. You acknowledge that California Civil Code Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree to waive California Civil Code Section 1542 and any similar laws of any other jurisdiction.

10.7 Indemnity. You agree to indemnify and hold StubHub and (if applicable) any parent, subsidiaries, affiliates, 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 that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on this Site or pertaining to the Services, including but not limited to your breach of this Agreement, your violation of any law or the rights of a third party, and/or arising out of User Content you submit, post, transmit, modify or otherwise make available through the StubHub Site or Services.

10.8 Miscellaneous. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. 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. 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.