User Agreement
As a condition of any use of this website as a Buyer or Seller or
otherwise, You agree to the terms of this User Agreement (this “Agreement”).
1. Definitions
1.1 Binding Acceptance: “Binding
Acceptance” is defined in Section 3.4.4.
1.2 Buyer: “Buyer” means
any person who is seeking to purchase or has purchased a Seat License through
the Website. “Buyer” includes You when You seek to purchase or have
purchased a Seat License through the Website. “Buyer” means the person
purchasing from You when You are acting as a Seller.
1.3 Buyer’s Transfer Fee:
The “Buyer’s Transfer Fee” is a transfer fee that Buyer pays to Marketplace,
and is currently ten percent (10%) of the accepted offer
amount, plus a $150 transfer fee.
1.4 Marketplace:
The “Marketplace” means STR Marketplace, LLC d/b/a Minnesota Vikings SBL
Marketplace.
1.5 Private Transfer:
A “Private Transfer” means a transaction on the Marketplace where the
Transferee and Transferor have already reached agreement on a transfer.
1.6 Private Sale Transfer:
A “Private Sale Transfer” means a transaction on the Marketplace where the
Transferee and Transferor have already reached an agreement on a transfer but
Transferee and Transferor wish to process the agreed-upon price for the
transfer (“Private Sale Transfer Price”) through the Marketplace.
1.7 Private Transfer Fee:
The “Private Transfer Fee” is a transfer fee that Transferee pays to
Marketplace, and is currently $150.00.
1.8 Private Sale Transfer Fee:
The “Private Sale Transfer Fee” is a transfer fee that the Transferee pays to
the Marketplace, and is currently five percent (5%) of the
Private Sale Transfer Price plus a $150 transfer fee.
1.9 Seller: “Seller” means
any person who is seeking to sell or has sold a Seat License through the
Website. “Seller” includes You when You seek to sell or have sold a Seat
License through the Website. “Seller” means the person selling to You
when You are acting as a Buyer.
1.10 Seller’s Transfer Fee:
The Seller’s Transfer Fee” is a transfer fee that Seller pays to Marketplace,
and is currently ten percent (10%) of the accepted offer
amount.
1.11 Transaction Completion:
“Transaction Completion” is defined in Section 3.4.10.
1.12 Seat License Source: The “Seat
License Source” means Minnesota Vikings or Minnesota Sports Facilities Authority.
1.13 Seat License: A “Seat License”
shall mean the rights held by the owner of a seat license under a seat license
agreement with Seat License Source and/or any other agreement or communication
from Seat License Source that describes or governs the rights held by the owner
of a seat license with Seat License Source.
1.14 Transferor: A
“Transferor” is a person or entity that has agreed to transfer ownership of its
Seat License to a Transferee through a Private Transfer or Private Sale Transfer.
1.15 Transferee: A
“Transferee” is a person or entity that has agreed to assume ownership of a
Seat License from a Transferor through a Private Transfer or Private Sale
Transfer.
1.16 Website: The “Website” means the
website at https://vikings.strmarketplace.com/.
1.17 You: “You” means you, the user of
this Website.
2. Marketplace
rights, duties, and exclusion of duties
2.1 Your Use of the Website:
Upon condition that You comply with this Agreement and all rules on the
Website, Marketplace will permit You to use the Website. Marketplace may,
in its sole discretion, prohibit You or any other person from use of the
Website
2.2 Modification or Deletion of
Listings: Marketplace may modify or delete any listing on the Website
if You violate any term of this Agreement or any rule or requirement on the
Website; or if Marketplace cannot verify any information that You provide; or
if Marketplace determines that the listing must be modified or deleted to avoid
liability for Marketplace or You or any other person.
2.3 Website Maintenance and
Interruption: Marketplace may at any time modify, suspend, or
discontinue, temporarily or permanently, the Website or any part of the Website
without notice. Marketplace shall not be liable for any modification,
suspension or discontinuance of the Website or any services relating to this
Agreement. Marketplace does not warrant continuous, uninterrupted or
secure access to the Website.
2.4 Reports to Government:
2.4.1 Marketplace may report to any governmental agency or authority or to Seat License Source any activity that Marketplace believes may violate any law or regulation.
2.4.2 Marketplace will file a Form 1099-K with the IRS if a Seller’s payments from Marketplace equal $600 or more.
2.5 No Enforcement Obligation:
You have the right to enforce against Buyer or Seller any right that You may
have under this Agreement and to enforce against Buyer or Seller any duty under
this Agreement that may benefit You. Marketplace and Seat License Source have
no obligation to enforce for Your benefit any right or obligation against
Seller or Buyer under this Agreement. The foregoing disclaimer shall not
be construed as a waiver of enforcement of rights by Marketplace or Seat
License Source.
2.6 Assignment and Release
of Rights to Interest on Money: You agree that
Marketplace may earn or accrue interest on any money held by Marketplace during
any transaction under this Agreement, and you assign to Marketplace (and agree
to assign) all rights that You may have now or in the future to any earned or
accrued interest on any money held by Marketplace during any transaction under
this Agreement, and You release any claim that You may have, now or in the
future, to any such earned or accrued interest.
3. Your Duties and
Conditions of Your Use of the Website
Each of the following is Your duty and is a condition of Your use of
the Website.
3.1 Registration, Name and
Password: You shall register and provide all required information for
registration as a condition to any transaction using the Website. You
shall not register under a false name or use any other false information.
You assume all obligations for any transaction relating to your registration,
user name, or password. You shall protect the security of your user name
and password.
3.2 Sales Must be through the
Website: Other than as expressly provided in this Agreement, You
shall not utilize contact information gained through the use of the Website to
buy or sell a Seat License listed for sale on the Website.
3.3 Information: You shall
provide accurate and complete information for any transaction using the
Website. You shall not provide any information to Marketplace or list any
information on the Website that is false, inaccurate, misleading, fraudulent,
obscene or defamatory. You shall promptly provide to Marketplace all
information required on the Website or by any communication from
Marketplace. You shall promptly remove, correct or modify all information
when any information becomes incorrect, incomplete, or
misleading and Marketplace may remove any such information if it so elects.
3.4 Chronology of a Transaction and
Your Obligations:
3.4.1 Listing a Seat License For Sale: If
You have registered, then, subject to the discretion of Marketplace, You may
list Seat Licenses for sale on the Website. You shall not list any Seat
License for sale on the Website unless you have full authority to assign the
rights in the Seat License (other than the required consent of Seat License
Source). Seller may terminate a listing by notice to Marketplace at
anytime before Binding Acceptance or after termination of the transaction as
provided in Section 3.4.9.
3.4.2 Offer to Buy: If You have registered,
then, subject to the discretion of Marketplace, You may submit through the
Website an offer for a price to purchase Seat Licenses (an “Offer to
Buy”). An Offer to Buy shall be binding upon Buyer for forty-eight (48)
hours after Buyer submits the Offer to Buy or earlier if Buyer provides notice
to Marketplace of termination of the Offer to Buy before Binding Acceptance has
occurred. If Marketplace, in its sole discretion, determines that Binding
Acceptance has occurred before termination of an Offer to Buy, then Buyer shall
be bound as provided in Section 3.4.4. Buyer shall provide an Offer to
Buy only in the form and manner prescribed by the rules of the
Website.
3.4.3 Counter Offer: A seller may, in the
process of rejecting an Offer to Buy, submit a counter offer to a Buyer (a
“Counter Offer”). A Counter Offer shall be binding upon Seller for
forty-eight (48) hours after Seller submits the Counter Offer or earlier if
Seller provides notice to Marketplace of termination of the Counter Offer
before Binding Acceptance has occurred. If Marketplace, in its sole
discretion, determines that Binding Acceptance has occurred before termination
of a Counter Offer, then Seller shall be bound as provided in Section
3.4.4. Seller shall provide a Counter Offer only in the form and manner
prescribed by the rules of the Website.
3.4.4 Binding Acceptance and Sale of Seat License:
“Binding Acceptance” occurs when Seller provides to Marketplace, through
Seller’s account interface on the Website, electronic notice that Seller
accepts an Offer to Buy or when a Buyer provides to Marketplace, through
Buyer’s account interface on the Website, electronic notice that Buyer accepts
a Counter Offer. Upon the occurrence of Binding Acceptance, Buyer and
Seller agree that Marketplace will purchase Seat License from Seller for the
amount of the accepted offer less the Seller’s Transfer Fee plus any cost
related to the Binding Agreement on Ticket Sale in Section 3.4.5, and that the
Marketplace will sell Seat License to Buyer for the amount of the accepted
offer plus the Buyer’s Transfer Fee plus any cost related to the Binding
Agreement on Ticket Sale in Section 3.4.5. Upon the occurrence of Binding
Acceptance, except as expressly provided in this Agreement, Buyer and Seller
are obligated to complete the transaction and to use reasonable efforts to
achieve Transaction Completion. Accepting a written offer or a written
counter offer through written communication on the Website’s message center
does not constitute Binding Acceptance.
3.4.5 Binding Agreement on Ticket Sale:
After Binding Acceptance, Buyer and Seller shall agree on the terms of the
ticket sale, including, but not limited to, the cost of the available current
season tickets, parking passes, playoff tickets, other event tickets relating to
the Seat License, and/or any payments already made or currently due on Seller’s
account with Seat License Source. A “Binding Agreement on Ticket Sale”
shall exist when Buyer and Seller each provide notice to Marketplace of their
agreement to the specific terms of the ticket sale. You shall be deemed
to have given notice to Marketplace of Your agreement regarding the specific
terms of the ticket sale if:
(1) You provide confirmation to
Marketplace by written or electronic notice, or
(2) You fail to respond (within
the time required or requested by Marketplace) to a request by Marketplace for
confirmation.
Buyer and Seller may only amend this Binding Agreement on Ticket Sale by
written confirmation from both Buyer and Seller. Buyer and Seller should
notify Marketplace of any amendment to the Binding Agreement on Ticket Sale.
Communication on the Website’s message center shall not constitute a Binding
Agreement on Ticket Sale. The message center is for communication
purposes between Buyer and Seller and shall not be considered written or
electronic notice to the Marketplace.
3.4.6 Payment After Binding Acceptance: No
later than five (5) business days after receipt of the payment instructions
from Marketplace, Buyer shall pay to Marketplace the amount of the accepted
offer plus Buyer’s Transfer Fee plus any cost related to the Binding Agreement
on Ticket Sale in Section 3.4.5.
3.4.7 Cooperation to Effect Transfer: After
Marketplace’s receipt of Buyer’s payment as provided in Section 3.4.6, Buyer
and Seller each shall cooperate with Marketplace and Seat License Source to
complete the transfer of Seat License to Buyer, including execution and
delivery of any necessary documents and participation in telephone calls if
requested by Marketplace. After receipt of transfer instructions from
Marketplace, then:
(1) no later than ten (10)
calendar days after receipt of transfer instructions from Marketplace, Buyer
shall execute and deliver to Seat License Source or Marketplace all documents
necessary to begin the transfer of Seat License by Seat License Source, and
(2) no later than ten (10)
calendar days after receipt of transfer instructions from Marketplace, Seller
shall execute and deliver to Seat License Source or Marketplace all documents
necessary to begin the transfer of Seat License by Seat License Source.
3.4.8 Verification of Transfer: Buyer and
Seller each shall be responsible for reviewing all materials and information to
ensure that all transfer documents are correct and to ensure that Seat License
Source has transferred or will transfer the correct Seat License. Buyer
and Seller should constantly verify all information relating to Seat License from
the posting of Seat License for sale until Transaction Completion, including,
but not limited to, any description given by Buyer, Seller, or Marketplace
regarding the location of Seat License or any amenities or benefits associated
with Seat License. You shall deliver to Marketplace any requested
materials relating to Seat License transaction and transfer.
Before Transaction Completion has occurred, if any issues or errors
regarding Seat License or the transfer of Seat License (not including issues or
errors relating to sale and purchase of the current season tickets, parking
passes, playoff tickets and/or other event tickets relating to the Seat
License) are discovered, then all parties shall work together in good faith to
attempt to correct the issues or errors for a reasonable period of time.
If any issue or error is not resolved to the reasonable satisfaction of
Buyer, Seller and Marketplace, then:
(1) Buyer
or Seller may request that Marketplace exercise its discretion to terminate the
transaction pursuant to 3.4.9(3); and,
(2) If the
transfer of Seat License to Buyer has already occurred, then all parties will
need to cooperate to transfer Seat License back to Seller; and
(3)
Marketplace will determine, in its sole discretion if You should reimburse the
other party for any fees or other amounts that result from the termination of
this transaction.
3.4.9 Termination of a Transaction: A
transaction may be terminated only as provided in this Section.
1. Termination
Before Transaction Completion:
(1) If Binding Agreement on Ticket
Sale as described in Section 3.4.5 does not occur within four (4) calendar days
after Binding Acceptance and if Transaction Completion has not occurred, then,
before Binding Agreement on Ticket Sale occurs, either Buyer or Seller may
terminate the transaction by written or electronic notice to Marketplace.
(2) If Buyer has not timely made
the payments required by Section 3.4.6 and if Transaction Completion has not
occurred, then, before Buyer makes actual payment (though untimely), Seller may
terminate the transaction by written or electronic notice to Marketplace.
(3) If Buyer has not delivered all
documents necessary to begin the transfer of Seat License by Seat License
Source within the time provided in Section 3.4.7 and if Transaction Completion
has not occurred, then, before Buyer delivers all necessary documents (though
untimely), Seller may terminate the transaction by written or electronic notice
to Marketplace.
(4) If Seller has not delivered
all documents necessary to begin the transfer of Seat License by Seat License
Source within the time provided in Section 3.4.7 and if Transaction Completion
has not occurred, then, before Seller delivers all necessary documents (though
untimely), Buyer may terminate the transaction by written or electronic notice
to Marketplace.
2. No Right of
Termination After Transaction Completion: Neither Buyer nor Seller
have any right of termination or rejection after Transaction Completion has
occurred.
3. Termination by
Marketplace: At any time before Transaction Completion, for reasons
relating to allegations or concerns of misconduct, breach, or fraud, or
otherwise for reasons relating to the integrity of the Website, or for any
other reason, Marketplace may, in its sole discretion, terminate the
transaction by notice to Buyer and Seller, and may, in its sole discretion,
revoke the privilege of the use of the Website by Buyer or Seller and may, in
its sole discretion, release Buyer and Seller from the prohibition against
completing the transaction outside the Website.
3.4.10 Transaction Completion: “Transaction
Completion” shall occur when Marketplace determines to its reasonable
satisfaction based on information from Seat License Source that the transfer of
Seat License to Buyer by Seat License Source will occur.
3.4.11 Payment by Marketplace after Transaction Completion:
(1) Within two (2) business days after “Transaction Completion”, Marketplace will pay to Seller the amount of the accepted offer less the Seller’s Transfer Fee plus any cost related to the Binding Agreement on Ticket Sale in Section 3.4.5.
(2) Seller is required to submit taxpayer information prior to receiving payment from Marketplace, in order to comply with Section 2.4.2. Seller will receive Form 1099-K via electronic communication.
3.5 Chronology of a
Private Transfer or Private Sale Transfer and Your Obligations:
3.5.1 Creating a Private Transfer listing or Private
Sale Transfer listing: If You have registered, then, subject to the
discretion of Marketplace, You may create a Private Transfer listing or Private
Sale Transfer listing. The Private Transfer listing or Private Sale
Transfer listing will be made available only to a specified Transferee.
Transferor may terminate a Private Transfer listing or Private Sale Transfer
listing by notice to Marketplace at any time before Binding Acceptance of a
Private Transfer or Binding Acceptance of a Private Sale Transfer or after
termination of the Private Transfer or Private Sale Transfer as described in
Section 3.5.6.
3.5.2 Binding Acceptance of a Private Transfer or
Binding Acceptance of a Private Sale Transfer: “Binding
Acceptance of a Private Transfer” occurs when Transferee provides to Marketplace,
through Transferee’s account interface on the Website, electronic notice that
Transferee accepts Transferor’s Private Transfer. “Binding Acceptance of
a Private Sale Transfer” occurs when Transferee provides to Marketplace,
through Transferee’s account interface on the Website, electronic notice that
Transferee accepts Transferor’s Private Sale Transfer. If Private Sale
Transfer, then upon the occurrence of Binding Acceptance of a Private Sale
Transfer, Transferee and Transferor agree that Marketplace will purchase Seat
License from Transferor for the amount of the Private Sale Transfer Price, and
that the Marketplace will sell Seat License to Transferee for the amount of the
Private Sale Transfer Price plus the Private Sale Transfer Fee. Upon the
occurrence of Binding Acceptance of a Private Transfer or Binding Acceptance of
a Private Sale Transfer, except as expressly provided in this Agreement,
Transferee and Transferor are obligated to complete the Private Transfer or
Private Sale Transfer and to use reasonable efforts to achieve Private Transfer
Completion or Private Sale Transfer Completion.
3.5.3 Payment After Binding Acceptance of a Private
Transfer or Binding Acceptance of a Private Sale Transfer: If
Private Transfer, then no later than five (5) business days after receipt of
the payment instructions from Marketplace, Transferee shall pay to Marketplace
the Private Transfer Fee. If Private Sale Transfer, then no later than
five (5) business days after receipt of the payment instructions from
Marketplace, Transferee shall pay to Marketplace the Private Sale Transfer
Price plus the Private Sale Transfer Fee.
3.5.4 Cooperation to Effect Private Transfer or
Private Sale Transfer: After Marketplace’s receipt of
Transferee’s payment as provided in Section 3.5.3, Transferee and Transferor
each shall cooperate with Marketplace and Seat License Source to complete the
transfer of Seat License to Transferee, including execution and delivery of any
necessary documents and participation in telephone calls if requested by
Marketplace. After receipt of transfer instructions from Marketplace,
then:
(1) no later than ten (10)
calendar days after receipt of transfer instructions from Marketplace,
Transferee shall execute and deliver to Seat License Source or Marketplace all
documents necessary to begin the transfer of Seat License by Seat License
Source, and
(2) no later than ten (10)
calendar days after receipt of transfer instructions from Marketplace,
Transferor shall execute and deliver to Seat License Source or Marketplace all
documents necessary to begin the transfer of Seat License by Seat License
Source.
3.5.5 Verification of Private Transfer or Private
Sale Transfer: Transferee and Transferor each shall be
responsible for reviewing all materials and information to ensure that all
transfer documents are correct and to ensure that Seat License Source has
transferred or will transfer the correct Seat License. Transferee and
Transferor should constantly verify all information relating to Seat License
from creating a Private Transfer listing or Private Sale Transfer listing until
Private Transfer Completion or Private Sale Transfer Completion including, but
not limited to, any description given by Transferee, Transferor, or Marketplace
regarding the location of Seat License or any amenities or benefits associated
with Seat License. You shall deliver to Marketplace any requested
materials relating to the Private Transfer or Private Sale Transfer.
Before Private Transfer Completion or Private Sale Transfer Completion has
occurred, if any issues or errors regarding Seat License or the transfer of
Seat License (not including issues or errors relating to sale and purchase of
the current season tickets, parking passes, playoff tickets and/or other event
tickets relating to Seat License) are discovered, then all parties shall work
together in good faith to attempt to correct the issues or errors for a reasonable
period of time. If any issue or error is not resolved to the reasonable
satisfaction of Transferee, Transferor and Marketplace, then:
(1)
Transferee or Transferor may request that Marketplace exercise its discretion
to terminate the transaction pursuant to 3.5.6(3); and,
(2) If the
transfer of Seat License with Seat License Source has occurred, then Transferee
or Transferor will need to cooperate with Seat License Source to transfer Seat
License from Transferee to Transferor; and
(3)
Marketplace will determine, in its sole discretion if You should reimburse the
other party for any fees or other amounts that result from the termination of
this transaction.
3.5.6 Termination of a Private Transfer or Private
Sale Transfer: A Private Transfer or Private Sale Transfer may be
terminated only as provided in this Section.
1. Termination
Before Private Transfer Completion or Private Sale Transfer
Completion:
(1) If Transferee has not timely
provided the payment required by Section 3.5.3 and if Private Transfer
Completion or Private Sale Transfer Completion has not occurred, then,
Transferor may terminate the Private Transfer or Private Sale Transfer by
written or electronic notice to Marketplace.
(2) If Transferee has not
delivered all documents necessary to begin the transfer of Seat License by Seat
License Source within the time provided in Section 3.5.4 and if Private
Transfer Completion or Private Sale Transfer Completion has not occurred, then,
before Transferee delivers all necessary documents (though untimely),
Transferor may terminate the transaction by written or electronic notice to
Marketplace.
(4) If Transferor has not
delivered all documents necessary to begin the transfer of Seat License by Seat
License Source within the time provided in Section 3.5.4 and if Private
Transfer Completion or Private Sale Transfer Completion has not occurred, then,
before Transferor delivers all necessary documents (though untimely),
Transferee may terminate the transaction by written or electronic notice to
Marketplace.
2. No Right of
Termination After Private Transfer Completion or Private Sale Transfer
Completion: Neither Transferee nor Transferor have any right of
termination or rejection after Private Transfer Completion or Private Sale
Transfer Completion has occurred.
3. Termination of
Private Transfer or Private Sale Transfer by Marketplace: At any time
before Private Transfer Completion or Private Sale Transfer Completion, for
reasons relating to allegations or concerns of misconduct, breach, or fraud, or
otherwise for reasons relating to the integrity of the Website, or for any
other reason, Marketplace may, in its sole discretion, terminate the Private
Transfer or Private Sale Transfer by notice to Transferee and Transferor, and
may, in its sole discretion, revoke the privilege of the use of the Website by
Transferee or Transferor and may, in its sole discretion, release Transferee and
Transferor from the prohibition against completing the transaction outside the
Website.
3.5.7 Private Transfer Completion and Private Sale
Transfer Completion: “Private Transfer Completion” or “Private
Sale Transfer Completion” shall occur when Marketplace determines to its
reasonable satisfaction based on information from Seat License Source, that the
transfer of Seat License to Transferee by Seat License Source will occur.
3.5.8 Payment by Marketplace after Private Sale Transfer
Completion: If Private Sale Transfer, then within two (2) business
days after “Private Sale Transfer Completion”, Marketplace will pay to
Transferor the amount of the Private Sale Transfer Price.
3.6 Rules and Requirements:
You shall comply with all rules and conditions contained in this Agreement or
elsewhere on the Website.
3.7 Illegal Activities:
You shall not use the Website in any way that would involve the sale of
counterfeit or stolen items or that would involve any illegal activities or
otherwise violate any law, statute, ordinance or regulation. You shall
not use the Website for any illegal purposes.
3.8 Intellectual Property:
You shall not use the Website in any way or engage in any activities relating
to the Website that infringes any intellectual property of any third party,
including, without limitation, patents, copyrights, trademark, trade secret
rights, rights of publicity, and rights of privacy.
3.9 Viruses: You shall not
provide any communication to the Website, directly or indirectly, that contains
any virus, “time bomb”, phishing, or any programming intended to damage,
interfere with, intercept or expropriate any system, data or personal
information.
3.10
Obscene materials: You shall not use the Website in any way in
connection with pornography or obscene materials.
3.11 Investigations: You shall
cooperate with any investigation by Marketplace concerning any activities
related to the Website and shall promptly provide to Marketplace any
information required for any investigation.
4. Indemnity,
Exclusions, Release
4.1 Your Indemnity of Marketplace
and Seat License Source: You shall indemnify, defend, and hold
Marketplace, Seat License Source, and their owners, affiliates, officers,
directors, attorneys, agents and employees, harmless from any and all damages
and expenses, including reasonable attorney’s fees, relating: (1) to any claim
by any third party relating Your use of the Website or (2) to any taxes of any
kind, including, without limitation, sales, income and ad valorem taxes due for
any purchase or sale of a Seat License relating to this Agreement.
4.2
Exclusion of Warranties: Marketplace excludes any warranty
that You or Buyer or Seller will complete any single transaction. EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MARKETPLACE PROVIDES THE WEBSITE AND
ALL SERVICES “AS IS” AND “AS AVAILABLE”. MARKETPLACE MAKES NO WARRANTY
WITH RESPECT TO ANY SEAT LICENSE, THE WEBSITE, OR ANY SERVICES RELATING TO THE
WEBSITE. MARKETPLACE MAKES NO WARRANTY THAT SELLER OR BUYER WILL PERFORM
AS PROMISED. MARKETPLACE EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
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.
4.3 Exclusion of Certain Damages:
Marketplace shall not be liable for any lost profits or special, consequential,
incidental, indirect, special, or exemplary damages relating to any Seat
License, the sale of any Seat License, the failed sale of any Seat License, the
Website or any services relating to the Website. Some jurisdictions do
not allow the exclusion or limitation of incidental or consequential damages,
so the above exclusions or limitations may not apply.
5. Intellectual
Property Ownership and Enforcement
Nothing in this Agreement confers to You any right in any Marketplace
intellectual property except the permission expressly granted in this Agreement
to purchase or sell Seat Licenses through the Website. All intellectual
property shall remain the sole property of Marketplace or the other lawful
owners thereof. In addition to any other rights and remedies Marketplace
may have, Marketplace may seek injunctive relief from any court of competent
jurisdiction for any violation or infringement of its intellectual
property. You consent to the exclusive personal jurisdiction and venue of
the federal and state courts in Houston, Texas for any such action.
6. General
Terms
6.1 Entire Agreement: This
Agreement is the entire agreement between the parties pertaining to the Website
and use of the Website and supersedes all prior agreements and understandings
relating thereto, written or oral.
6.2 Modification.
Marketplace may modify this Agreement by posting the modified Agreement on the
Website. The modified Agreement shall be effective when posted on the
Website for any transactions begun after the posting. The modified
Agreement shall be effective for any ongoing transactions if You continue to
use the Website after the modified Agreement has been posted. No
amendment, modification or supplement of any provision of this Agreement shall
be valid except as provided in this section.
6.3 Independent Relationship:
You and Marketplace are independent contractors. Nothing in this
Agreement creates any relationship between You and Marketplace of agency,
partnership, joint venture, employer-employee, or franchisor-franchisee.
6.4 Notices: Except as
expressly provided, to provide any notice to Marketplace under this Agreement,
You must provide notice by email, addressed as provided on the Website, or by
certified mail, return receipt requested, addressed as follows:
STR Marketplace
550 Westcott St., Suite 500
Houston, TX 77007
Except as expressly provided, Marketplace shall provide notice to You under
this Agreement by posting on the Website or to the email address that You
provide during registration.
6.5 Governing Law and Venue:
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Texas, notwithstanding its conflicts of law rules. All
disputes relating to this Agreement (including any disputes relating to any
transactions conducted using the Website) shall be resolved in the state or
federal courts in Harris County, Texas, unless the parties to the dispute agree
otherwise.
6.6 Severability: If any
provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions shall not be affected.
6.7 Assignability: You may
not assign or transfer this Agreement or any of Your rights or obligations
under this Agreement without the prior written consent of Marketplace, which
Marketplace can refuse in its sole discretion.