StubHub.co.uk Marketplace Services User Agreement

Welcome to StubHub! This Marketplace Services User Agreement ("User Agreement") is a binding contract between you and StubHub ("StubHub") and its affiliates and subsidiaries governing your access and use of the www.StubHub.co.uk website (the "Site"), our mobile applications, tools and all associated StubHub services (collectively the "Marketplace Services"). Our Privacy Notice, FanProtectTM Guarantee and Seller Policies applicable to your use of our Site and Marketplace Services are incorporated by reference into this User Agreement. By registering or using our Site and Marketplace Services, you agree to be bound by this User Agreement.

If you take part in our Top Seller programme, the terms of the Top Seller Handbook apply to you in addition to this User Agreement.

You understand and agree that,

(a)

If you reside within the European Union you are entering into a contract with StubHub Europe S.à.r.l., 22-24 Boulevard Royal, L-2449 Luxembourg;

(b)

If you reside within the United States you are entering into a contract with StubHub, Inc., 199 Fremont Street, Floor 4, San Francisco, CA 94105, USA;

(c)

If you reside elsewhere, you are entering into a contract with eBay International AG, Helvetiastraße 15-17, 3005 Bern, Switzerland.

As used in this User Agreement, each reference to "StubHub", "we" or "us" refers respectively to StubHub Europe S.à.r.l., StubHub, Inc. or eBay International AG.

If you use our Site and Marketplace Services to list and sell tickets (in this capacity "Seller"), you understand and agree that in addition to contracting with one of the legal entities listed above, you are also contracting with StubHub Services S.à.r.l., 22-24 Boulevard Royal, L-2449 Luxembourg ("StubHub Services") for payment processing services ("Payment Services") as set out in the Payment Services Agreement for Sellers ("Payment Services Agreement").

This User Agreement is effective on 15 October 2014 for all current users and upon acceptance for new users. We may periodically make changes to this User Agreement and shall notify you by posting a revised version of the agreement on our Site and emailing you at your registered email address. The revised agreement will become effective thirty (30) days following such notice and your continued use of our Site and Marketplace Services will constitute acceptance of the revised agreement.

1. Scope

1.1 StubHub is a ticket marketplace that allows registered users to buy (in this capacity "Buyer") and sell tickets and related passes (collectively, the "Tickets") for live events.

1.2 As a marketplace, StubHub does not own Tickets nor does it set prices for Tickets. Because Sellers set Ticket prices, they may vary from the face value of the Ticket.

1.3 In order to promote Ticket listings and increase their exposure to potential Buyers, listings may be displayed on other StubHub, eBay or third-party websites and mobile applications, and within emails and onsite advertisements. To assist users who speak different languages, automated tools may translate listings and other content, in whole or in part, into other languages.

1.4 As a Seller you authorise StubHub to act as your representative in relation to any customer service enquiries from Buyers pertaining to Tickets listed or sold through our Site or Marketplace Services. You understand and agree that you will be available via email and telephone to promptly answer any enquiries from our Customer Service relating to your Tickets.

2. Registration and Account

2.1 In order to list, sell or purchase Tickets you must register an account ("Account") with StubHub. You must be at least 18 years old and must be able to enter into legally binding contracts. If you are registering with StubHub for a business entity, you represent that you have the authority to legally bind that entity.

2.2 When opening an Account you must provide complete and accurate information and provide us with a valid credit card or PayPal account ("Payment Method"). If your registration or payment information changes at any time, you must promptly update your details in your Account.

2.3 StubHub reserves the right to temporarily or permanently suspend Accounts with incomplete or inaccurate information.

2.4 You are solely responsible for maintaining the confidentiality of your account information and password. You are solely responsible for any activity relating to your Account. Your account is not transferable to another party.

3. Fees and other charges

3.1 StubHub may charge fees for selling and/or buying Tickets through our Site and Marketplace Services, as well as delivery or fulfilment fees (collectively referred to as "Service Fees"). Service Fees may vary depending on event type, ticket type and location. StubHub may in its sole and absolute discretion change its Service Fees at any time. Any applicable Service Fees including any taxes if applicable will be disclosed to you prior to listing or buying a Ticket.

3.2 If you as a Seller do not fulfil your contractual obligations towards a Buyer by not delivering Tickets within the required delivery timeframe, by not delivering Tickets at all or by delivering incorrect, misrepresented or invalid Tickets, StubHub reserves the right to charge you the following additional fees and other charges to cover StubHub’s costs for resolving the issue, including finding replacement Tickets or issuing a refund to the Buyer:

(a)

StubHub may charge a replacement fee which consists of the price of a comparable or better replacement Ticket. The replacement fee can be higher than the original sales price of your Ticket.

(b)

StubHub may also charge you for any additional delivery costs which arise out of resolving issues caused by orders that were not correctly fulfilled.

(c)

If replacement Tickets cannot be found or cannot be made available in time for the event or if the Buyer is entitled to a full or partial refund according to the terms of the FanProtectTM Guarantee, because you delivered incorrect, misrepresented or invalid Tickets, StubHub may charge you for the cost of the refund.

(d)

In addition to the fees and charges above StubHub may charge an administrative fee of £15.00 GBP for the costs incurred by StubHub when resolving issues caused by orders that were not correctly fulfilled.

3.3 Additional fees and other charges may be charged to your Payment Method or deducted from pending or future payments received from Buyers. When assessing whether to charge you for additional fees and other charges, StubHub will take your legitimate interests into account, and shall in particular consider if you are responsible for the non-fulfilment.

3.4 Unless otherwise stated, all fees and other charges are quoted in pounds sterling. You agree that StubHub may issue you with invoices in electronic format by email.

4. Listing Tickets

4.1 When you list a Ticket through our Site and Marketplace Services you must comply with all applicable laws and regulations and the terms of this User Agreement.

4.2 If you are trading as a business, you must comply with all applicable consumer protection regulations relating to online trading and provide consumers with the legally required information.

4.3 You must only list Tickets that you either already have in your possession or that have been allocated to you. It is not permitted to list or sell tickets that you don’t own or that have not been allocated to you ("Speculative Tickets").

4.4 You are required to provide full and accurate information about the Ticket, including, but not limited to, the name of the event, the date, the section, seat, row (where available), the face value of the Ticket and any restrictions that apply to your Ticket (such as age or viewing restrictions). More information about your obligations as a Seller when listing Tickets can be found in our Seller Policies.

4.5 When listing a Ticket you must set a price for which you are willing to sell your Ticket ("Sales Price"). The Sales Price can be a fixed price or a declining price. In case of a fixed price you may change the Sales Price of your Ticket at any time until a Buyer has purchased the Ticket. In case of a declining price you must choose a starting price and a minimum price. Your Sales Price will decrease incrementally until the Ticket sells or the minimum price is reached.

4.6 StubHub does not guarantee that your Tickets will sell or that your listings will appear within a certain time after posting or in a particular order on the event page or through search results.

5. Delivery of Tickets

5.1 When you list a Ticket you must state whether it is a paper or electronic Ticket and select an available delivery method (availability depends on Ticket type, venue type and time left until the event). You must also specify if you already have the Ticket in your possession ("in-hand Ticket") or not ("non in-hand Ticket"). We will use this information to tell the Buyer when he can expect to receive the Ticket after he has purchased it.

5.2 For in-hand Tickets once a Ticket has sold, you are required to send the Ticket to the Buyer via the selected delivery method within five (5) working days or if the event is less than two (2) weeks away within 24 hours after you have received an order confirmation email from StubHub.

5.3 For non in-hand Tickets you are required to send a sold Ticket to the Buyer as soon as you have received it from the promoter or organiser, at the latest one (1) week before the event.

6. Binding sale

6.1 By listing a Ticket for sale you are making a binding offer to sell that Ticket to a Buyer who purchases the Ticket for the Sales Price you have specified. When a Buyer accepts your offer by purchasing the Ticket through our Site or Marketplace Services, you are contractually bound to supply that exact Ticket for the specified Sales Price and within the required delivery timeframe.

6.2 If, for any reason, a Ticket you have sold is no longer available or you are unable to deliver a Ticket to a Buyer within the required delivery timeframe, you must contact Customer Service immediately by following the "Report an issue" link in the order confirmation email or by clicking the "Report an issue" link on the "Open sales" tab in My Account.

6.3 If the Ticket is no longer available and you do not have a replacement Ticket (that StubHub determines in its sole discretion is comparable or better than the one originally listed) that the Buyer accepts, or you are unable to deliver the Ticket at the latest one (1) week before the event, we reserve the right to cancel the sale and you will not be paid for the sale. If you were already paid, the payment for your sale may be recovered by charging your Payment Method or by setting off this amount against pending payments for other Tickets you've sold or will sell in the future. In addition you may be subject to being charged additional fees and other charges pursuant to Clause 3.2 for sourcing a replacement Ticket or providing a refund to the Buyer.

7. Taxes

You as a Seller are responsible for determining whether VAT or any other taxes are due on your sale of a Ticket, and for collecting and remitting such taxes. Any applicable taxes must be included in the Sales Price you list your Ticket.

8. Buying Tickets

8.1 When placing an order for a Ticket through our Site or Marketplace Services, you are entering into a binding contract with the Seller to purchase that Ticket. Please make sure you review the full Ticket details and any restrictions that may apply before you purchase your Ticket.

8.2 Once you have purchased a Ticket you cannot change or cancel your order and you are obliged to pay the full order amount.

9. Payments

9.1 Payments from Buyers received for Tickets purchased via the Site and Marketplace Services are processed by StubHub Services on behalf of the Seller and credited to the Seller less any Service Fees in accordance with the terms of the Payment Services Agreement.

9.2 Payments from Buyers are due and payable immediately. A Buyer can pay the full order amount which includes any applicable Service Fees and taxes using one of the accepted payment methods.

9.3 A Buyer’s obligation to pay for a Ticket is satisfied when StubHub Services has received the Payment in full.

10. Event Cancellations, Postponement and other Event Changes

10.1 Cancellation: If an event is cancelled and not rescheduled, we will remove the event and any listings related to the event from our Site and Marketplace Services and inform both Buyer and Seller about the cancellation with further instructions. If the Seller requires his Ticket(s) back to obtain a refund of the original purchase price from the promoter or organiser, he must contact Customer Service immediately after the cancellation. The Buyer is required to retain the Ticket(s) and upon request from StubHub to send them back to either the Seller or to StubHub as instructed. The Buyer will receive a full refund once he has sent back the Ticket(s) (if applicable) and the Seller will not be paid. If the Seller has already been paid, the payment for the sale may be recovered by charging the Seller's Payment Method or by setting off this amount against pending payments for other Tickets the Seller has sold or will sell in the future.

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

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

11. International transactions

Your Account can also be used to access or transact on other international StubHub websites and related mobile applications (collectively, the "International Sites or Marketplace Services"). By accessing or transacting through the International Sites or Marketplace Services, you agree to the applicable User Agreement and Privacy Notice, which may differ from this User Agreement. Please be aware that buying and selling Tickets in other countries may be subject to different laws and regulations.

12. Term and Termination

12.1 This User Agreement shall commence on the date that you register an Account with StubHub and will continue for an indefinite period unless terminated in accordance with these provisions.

12.2 You may terminate this User Agreement at any time by contacting Customer Service. Without limiting our rights according to clause 17, we may terminate this User Agreement at any time by giving at least thirty (30) days’ notice via email to your registered email address.

12.3 If you terminate this User Agreement as a Seller you are also terminating the Payment Services Agreement as of the time of the termination of the User Agreement taking effect.

12.4 Termination of this User Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.

13. Site changes and availability

StubHub reserves the right at any time to modify or discontinue, temporarily or permanently, the Site, the Marketplace Services or any part of the Site or Marketplace Services with or without notice for any reason. StubHub performs regularly-scheduled maintenance. While we do our best to avoid customer impact, the Site or our Marketplace Services may be temporarily unavailable during maintenance periods.

14. Abusing StubHub

When using our Site and Marketplace Services, you agree that you will not do any of the following:

  • Contact or invite contact with other StubHub users or solicit sales outside of StubHub;
  • Use the Buyer's personal data for any reason other than the delivery of Tickets;
  • Behave in an abusive manner to any StubHub employee or other user;
  • Violate any venue or event promoter rules at events;
  • Breach or circumvent any laws (including, where Tickets are sold internationally, the laws of the destination country), third party rights or our policies;
  • Post false, inaccurate, misleading, defamatory or libellous content;
  • Fail to fulfil your contractual obligations regarding the sale or purchase of a Ticket;
  • Use StubHub's trademarks without our prior written permission;
  • Copy, reproduce, reverse engineer, modify, create derivative works from, distribute or publicly display any content (except for your information) or software from our Site or Marketplace Services without the prior express written permission of StubHub and the appropriate third party, as applicable;
  • Use any robot, spider, scraper or other automated means to access our Site or Marketplace Services for any purpose without our express written permission;
  • Take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • Interfere or attempt to interfere with the proper working of our Site or Marketplace Services or any activities conducted on or with our Site or Marketplace 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 Marketplace Services.

15. Content

15.1 When providing us with content, you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sublicensable (through multiple tiers) right to use the content and authorise us to exercise any and all copyright, trademark, publicity, database or other rights you have in or to the content in any media known now or in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights against us, our sublicensees or assignees. We may offer catalogues of stock images, descriptions and product specifications, which are provided by third-parties (including StubHub users). You may use catalogue content solely in connection with your StubHub listings during the time your listings are on our Site.

15.2 While we try to offer reliable data, we cannot promise that the catalogues will always be accurate and up-to-date, and you agree that you will not hold our catalogue providers or us responsible for inaccuracies in their catalogues. The catalogue may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogues or create any derivative works bases on catalogue content (other than by including them in your listings).

16. Protecting Intellectual Property Rights

StubHub respects intellectual property rights. If you find material on our Site or Marketplace Services which is defamatory of you or infringes your copyright or other intellectual property rights, please notify us immediately by contacting Customer Service. Please ensure that your notification contains your name and contact details and also sufficient details to enable us to investigate your complaint.

17. Violating the Agreement

17.1 Without limiting other remedies, we may limit, or temporarily or permanently suspend, or terminate our services and Accounts, restrict or prohibit access to, and your activities on, our Site and Marketplace Services, remove listings, cancel sales, delay or remove hosted content, remove any special status associated with an Account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Site and Marketplace Services if:

  • We cannot verify or authenticate information you have provided;
  • We have good reason to believe that you are creating problems or possible legal liabilities;
  • We have good reason to believe that you are violating this User Agreement, our policies, the law or are infringing the rights of third parties;
  • We think that such restrictions will improve the security of the Site or reduce our or another user's exposure to financial liabilities; or
  • You fail to make full payment of any fees due for our services by your payment due date.

17.2 When assessing whether and which measure(s) to take against a user, we will take the legitimate interests of the user into account, and shall in particular consider if the user is responsible for the misconduct.

17.3 We reserve the right to report any activity that we believe to be illegal and we will respond to any verified requests relating to a criminal investigation (i.e. a subpoena, court order or substantially similar legal procedure) from local and foreign law enforcement or regulatory agencies, other government officials or authorised third-parties.

18. Liability

18.1 To the fullest extent permitted by law we (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

  • Your use of or your inability to use our Site and Marketplace Services;
  • Pricing, postage or other guidance provided by StubHub;
  • Delays or disruptions in our Site and Marketplace Services;
  • Viruses or other malicious software obtained by accessing, or linking to, our Site and Marketplace Services;
  • Glitches, bugs, errors or inaccuracies of any kind in our Site and Marketplace Services;
  • Damage to your hardware device from the use of our Site and Marketplace Services;
  • The content, actions or inactions of third parties, including items listed using our Site and Marketplace Services;
  • A suspension or other action taken with respect to your account or breach of Clause 14;
  • The duration or manner in which your listings appear in search results; or
  • Your need to modify practices, content or behaviour or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

18.2 Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you and you may have rights in addition to those contained in this User Agreement. This is especially so if you are a consumer.

18.3 You accept sole responsibility for the legality of your actions under laws applying to you and the legality of Tickets you list through our Site and Marketplace Services.

18.4 Although we use techniques that aim to verify the accuracy of the information provided by our users, user verification on the Internet is difficult. StubHub cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of users' purported identities or the validity of the information which they provide to us or post through our Site and Marketplace Services.

18.5 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) any amounts due under the FanProtectTM Guarantee up to the price the Ticket sold for on StubHub, (b) 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 (c) £200.

18.6 Nothing in this User Agreement shall limit or exclude our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

19. Legal Disputes

If a dispute arises between you and StubHub, we strongly encourage you to first contact us directly to seek a resolution by contacting Customer Service. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Any claim, dispute or matter arising under or in connection with this User Agreement shall be governed and construed in all respects by the laws of England and Wales. If you are registered as a business you agree to submit to the exclusive jurisdiction of the English courts. If you are registered as a consumer you agree to submit to the non-exclusive jurisdiction of the English courts. In simple terms, "non-exclusive jurisdiction of the English courts" means that if you were able to bring a claim arising from or in connection with this User Agreement against us in court, an acceptable court would be a court located in England, but you may also elect to bring a claim in the court of another country instead. English law will apply in all cases.

20. Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

21. Indemnification

You agree to indemnify and hold us and (if applicable) our 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 us and (if applicable) any StubHub Indemnitee resulting from or arising out of your breach of this User Agreement, your improper use of our Site or Marketplace Services, and/or your violation of any law or the rights of a third party.

22. General Provisions

22.1 This User 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 User Agreement will be valid or effective unless made in accordance with the express terms of this User Agreement.

22.2 Except as otherwise stated, the User Agreement shall be governed by the laws of England and Wales.

22.3 If any provision of this User Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this User Agreement shall not be affected.

22.4 We may assign or transfer our rights and obligations under this User Agreement at any time, provided that we assign the User Agreement on the same terms or terms that are no less advantageous to you. You may not assign or transfer this User Agreement, or any of its rights or obligations, without our prior written consent, which we can refuse in our sole discretion.

22.5 No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this User Agreement, your use of the Site, or the provision of our Marketplace Services. A person who is not a party to this User Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this User Agreement but this does not affect any right or remedy of a third party specified in this User Agreement or which exists or is available apart from that Act.

22.6 Nothing in this User 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.

22.7 The subject heading at the beginning of each paragraph of this User Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph. The following sections survive any termination of this User Agreement: Fees and other charges, Abusing StubHub, Content, Liability, Legal Disputes and Release.

22.8 Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

22.9 Legal notices to us shall be served by registered mail to: StubHub Europe S.à r.l., 22-24 Boulevard Royal, L-2449 Luxembourg. We shall send notices to you by email to the email address you provide to us during the registration process. Notice to you shall be deemed given 24 hours after the email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the address provided during registration. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.

Payment Services Agreement for Sellers

This Payment Services Agreement for Sellers ("Payment Services Agreement") is between you ("you" or "Seller") and StubHub Services S.à r.l., 22-24 Boulevard Royal, L-2449 Luxembourg ("StubHub Services") and applies to your use of the payment processing services ("Payment Services") provided by StubHub Services to Sellers in connection with their use of the Site and Marketplace Services provided by StubHub Europe S.à r.l., StubHub, Inc. or eBay International AG (collectively "StubHub") according to the StubHub.co.uk Marketplace Services User Agreement ("User Agreement").

The terminology used in this Payment Services Agreement has the same meaning as in the User Agreement unless otherwise defined in this Payment Services Agreement. In the event of a conflict between one or more of the terms of the User Agreement and this Payment Services Agreement, the terms in this agreement will prevail unless explicitly stated otherwise.

This Payment Services Agreement is effective on 15 October 2014 for all current Sellers and upon registration for new Sellers. StubHub Services may amend the terms of this Payment Services Agreement at any time in accordance with Clause 12.

1. Scope

1.1 StubHub Services is authorised by the Commission de Surveillance du Secteur Financier, 110 route d’Arlon, L-2991 Luxembourg as a payment institution under the Law of 10 November 2009 on payment services (licence number 48/13). The Payment Services provided by StubHub Services enable you to receive payments from Buyers for Ticket sales made through the Site and Marketplace Services (“Payments”) and to transfer these funds to a specified payment account, once they have been released in accordance with the terms of this Payment Services Agreement.

1.2 StubHub Services does not in any way become a contractual partner to, or other participant in, the purchase contracts concluded between Buyers and Sellers. The Payment Services provided by StubHub Services are provided exclusively to Sellers. As a Seller you authorise StubHub Services to receive, hold and transfer funds in accordance with your payment instructions and the terms of this Payment Services Agreement.

1.3 The Payment Services provided by StubHub Services are only available in certain countries and territories. You can only receive and transfer funds in certain currencies. StubHub Services may modify the supported countries, territories and currencies at any time.

1.4 The Payment Services provided by StubHub Services are currently free of charge. StubHub Services reserves the right to introduce fees or other charges at its sole discretion with prior notice.

1.5 StubHub Services may use the services of one or more third parties, payment processors and financial institutions to provide the Payment Services according to this Payment Services Agreement.

1.6 If you are using the Payment Services as a business you agree that Articles 79 (1), 81 (3), 86, 88, 89, 90 and 93 of the Law of 10 November 2009 on payment services shall not apply to your use of the Payment Services.

2. Registration and verification

2.1 In order to use the Payment Services you must register an account ("StubHub account") with StubHub Services. To register you must be 18 years or older and completely and accurately provide the required information during the registration process. Only legal persons, partnerships and natural persons with unrestricted legal capacity which have their place of residence or establishment in one of the countries where StubHub Services provides the Payment Services are permitted to register. A legal person may only be registered by a natural person authorised to represent the legal person. You are not permitted to transfer or grant access to your StubHub account to a third party.

2.2 StubHub Services may require you to provide additional information and/or documentary evidence during registration or at a later stage necessary to verify your or your business’ identity or that may be required by law as a condition of providing the Payment Services. In accordance with our Privacy Notice, StubHub Services may make, directly or through a third party, any inquiries it considers necessary to validate information provided by you, including without limitation checking commercial databases or credit reports.

2.3 In order to access your StubHub account you must use the email address and password specified during registration. You may be provided with additional credentials to enable access to your StubHub account and/or to authorise payment transactions. You are responsible for maintaining the confidentiality and security of your credentials and must not disclose your credentials to any third party.

2.4 You are obliged to notify StubHub Services without undue delay after becoming aware that any of your credentials have been compromised by contacting Customer Service.

2.5 You must update the information associated with your StubHub account promptly after any change to ensure it is always kept up to date and accurate. StubHub Services reserves the right to temporarily or permanently suspend your StubHub account and/or delay or refuse payment transactions if your information is outdated or incorrect.

2.6 You are required to specify a PayPal account to which funds can be transferred from your StubHub account ("Associated Payment Account"). You may change your Associated Payment Account at any time. If you change your Associated Payment Account pending payment transactions may be delayed for security reasons. StubHub Services reserves the right to modify the types of payment accounts a Seller may choose as an Associated Payment Account.

3. Using the Payment Services

3.1 You agree to only use the Payment Services for lawful purposes and to adhere at all times to all laws, rules and regulations applicable to the use of the Payment Services, including the terms of this Payment Services Agreement.

3.2 You may not use the Payment Services to receive or transfer any funds on behalf of any other natural person or legal entity. You cannot use the Payment Services to accept any payments that are not related to your Ticket sales made through the Site and Marketplace Services.

3.3 For the purpose of enabling StubHub Services to provide you with the Payment Services in connection with your use of the Site and Marketplace Services provided by StubHub, you instruct, authorise and empower StubHub Services to provide StubHub with information about your payment transactions on an ongoing basis for the duration of this Payment Services Agreement as required, whether provided in person, by mail, email, fax, telephone or any other means.

3.4 You acknowledge that StubHub Services is required, under national anti-money laundering legislation or similar legislation to provide certain information about its customers to the competent financial intelligence unit (FIU) in charge of the fight against money laundering and terrorism financing or to law enforcement authorities. Furthermore, you instruct, authorise and empower StubHub Services to provide information related to your StubHub account and your payment transactions, as required by law or pursuant to its duty of vigilance (notably to prevent the fraudulent use of the Payment Services), to the relevant law enforcement authorities.

3.5 You instruct, authorise and empower StubHub Services to share information about you with third party service providers to render its fraud detection procedures more efficient so that StubHub Services can provide a safe and reliable environment for your use of the Payment Services, as well as for creditworthiness and solvency checking purposes. Please contact Customer Service to receive a current list of all third party service providers StubHub Services employs for the purposes described above.

3.6 In connection with the above, you understand, acknowledge and agree that StubHub Services, by making available the required information to StubHub, the competent FIU or the relevant authorities and third party service providers as described above, is not in violation of any professional secrecy, confidentiality or data protection laws of any jurisdiction it may be subject to.

4. Receiving Payments

4.1 StubHub Services will credit the Payments received from Buyers, less any fees, charges, set-off and other amounts due to StubHub Services or StubHub pursuant to Clause 4.4, to your StubHub account no later than the business day on which the Payments are credited to StubHub Services’ bank account.

4.2 Unless agreed otherwise and subject to Clause 4.5 below, all Payments credited to your StubHub account will be released within five (5) to eight (8) business days after the end of the event for which the respective Ticket(s) were sold.

4.3 You will not receive any interest or any other earnings on any funds held on your StubHub account. Claims due to default of StubHub Services remain unaffected.

4.4 You hereby authorise and instruct StubHub Services to pay any due Service Fees, additional fees and other charges pursuant to Clause 3.2 of the User Agreement or other amounts StubHub is entitled to directly to StubHub and to set them off against pending or future Payments received from Buyers before they are credited to your StubHub account.

4.5 StubHub Services is entitled to delay the release of one or more Payments temporarily if:

(a)

The Buyer files a claim pursuant to the FanProtectTM Guarantee for the underlying transaction; or

(b)

There is a reversal or chargeback of the Payment by the Buyer or the Buyer's payment service provider.

A Payment will be released immediately after the case has been resolved and the Seller is entitled to receive the Payment.

4.6 Sellers may inform themselves at any time about all received Payments and their expected release date by logging in to their StubHub account.

5. Reversals and Chargebacks

5.1 If a Payment is subject to a reversal or chargeback by the Buyer or the Buyer's payment service provider, you are obliged upon request to provide to StubHub Services all information and documents required for the investigation of the case within a reasonable timeframe set by StubHub Services.

5.2 A reversal or chargeback by the Buyer or the Buyer's payment service provider may occur in particular for the following reasons:

(a)

A chargeback of the funding source of a PayPal payment (e.g. direct debit reversals or credit card chargebacks);

(b)

A reversal or chargeback initiated by the holder of the e-money or bank account or of the credit card ("Account Holder") from which the Payment originated because of an unauthorised use of the Account Holder's account or credit card information;

(c)

A reversal or chargeback based on a claim within the framework of a buyer protection or similar programme offered by the Buyer's payment service provider.

5.3 If a reversal or chargeback is based on the fact that the Buyer has communicated to his payment service provider that he has not received the Tickets or the Account Holder has reported an unauthorised use of his payment account or credit card information to his payment service provider, and StubHub Services cannot verify the delivery of the Tickets, you are obliged to prove that the Tickets were delivered within the required delivery timeframe to the address communicated to you by StubHub. If you are unable to prove that the Tickets have been delivered, StubHub Services shall not be liable for the losses incurred by the reversal or chargeback of the Payment. In the event that a Payment subject to a reversal or chargeback has already been released, StubHub Services reserves the right to set off this amount against other pending or future Payments received from Buyers before they are credited to your StubHub account.

5.4 If StubHub Services determines that you are incurring an excessive amount of reversals or chargebacks, StubHub Services reserves the right to take appropriate measures to mitigate the risk including but not limited to (a) introducing payment transaction volume limits or withdrawal limits on your StubHub account, (b) requiring you to maintain a reserve on your StubHub account or (c) terminating or blocking your StubHub account.

6. Payment instructions, Recurring Payment Order

6.1 You instruct StubHub Services to automatically transfer a Payment that has been released on your StubHub account in accordance with Clause 4.2 to your Associated Payment Account on an ongoing basis ("Recurring Payment Order").

6.2 Payment instructions will be executed at the latest by the end of the next business day after the Payment has been released.

6.3 You are obliged to notify StubHub Services without undue delay after becoming aware of any unauthorised or incorrectly executed payment transactions by contacting Customer Service.

6.4 Key information relating to your payment transactions will be provided to you via email. In addition, information relating to your payment transaction history and any applicable fees or other charges is available in your StubHub account. You may access, download and print this information at any time by logging in to your StubHub account. Except as required by law you are solely responsible for retaining permanent records of your account history.

7. Unauthorised and incorrectly executed payment transactions

7.1 Subject to Clause 7.2 and 7.6 StubHub Services will reimburse you in full for all unauthorised payment transactions sent from your StubHub Account provided that you have informed StubHub Services of the unauthorised payment transaction without undue delay after becoming aware of the transaction and in any event, no later than 13 months after the transaction was executed, unless StubHub Services failed to make available the information related to the transaction in accordance with Clause 6.4.

7.2 You are liable for any losses incurred by an unauthorised payment transaction if you have acted fraudulently or failed either intentionally or through gross negligence, to use your StubHub account in accordance with the terms of this Payment Services Agreement or to keep your credentials confidential and secure.

7.3 You will not be liable for losses incurred by an unauthorised payment transaction which takes place after you have notified StubHub Services of a compromise of your credentials according to Clause 2.4, unless you have acted fraudulently.

7.4 Subject to Clause 7.5 and 7.6 StubHub Services will refund you in full and is liable for losses directly and reasonably foreseeably incurred by an incorrectly or non-executed payment transaction provided that you have informed StubHub Services of the incorrectly or non-executed payment transaction without undue delay after becoming aware of the defect and in any event, no later than 13 months after the transaction was executed, unless StubHub Services failed to make available the information related to the transaction in accordance with Clause 6.4.

7.5 StubHub Services is not liable for a refund or losses incurred by an incorrectly or non-executed payment transaction if the details of the Associated Payment Account provided by you were incorrect or StubHub Services can prove that the full amount of the payment transaction was duly received by the payment service provider of your Associated Payment Account.

7.6 StubHub Services is not liable for any unauthorised or incorrectly executed payment transactions in case the transaction was affected by abnormal and unforeseeable circumstances beyond StubHub Services’ control, despite StubHub Services’ reasonable precautions or where StubHub Services acted in accordance with a legal obligation.

8. Blocking of accounts, delay or refusal of payment transactions

8.1 StubHub Services reserves the right to temporarily or permanently block your StubHub account or to delay or refuse payment transactions to and from your StubHub account if:

(a)

Required by law or court order or if otherwise required by any regulatory or governmental authority, body or agency having jurisdiction over us;

(b)

Required to fulfil our legal obligations in relation to the fight against money laundering and financing of terrorism;

(c)

There is suspicion of unauthorised or fraudulent access to or use of your StubHub account;

(d)

StubHub Services has reasonable grounds to believe you are carrying out a prohibited or illegal activity;

(e)

StubHub Services is unable to verify your or your business’ identity or any other information pertaining to you, your StubHub account or a payment transaction.

8.2 StubHub Services will notify you via email of the blocking of your StubHub account or the delay or refusal of a payment transaction and the reasons for it, where possible, before such measures take place and at the latest immediately thereafter, unless prevented from doing so for security reasons or by law.

8.3 StubHub Services will unblock your StubHub account or execute the payment transaction once the reasons pursuant to Clause 8.1 no longer apply.

9. Account limits and reserves

9.1 In order to manage risk, StubHub Services reserves the right at its reasonable discretion to place payment transaction volume limits or withdrawal limits ("Limits") on your StubHub account. Such Limits are determined based on performance and risk factors. StubHub Services will notify you of any Limits placed on your account and the steps required to remove them. This may involve providing additional information to StubHub Services or going through additional verification processes.

9.2 In order to manage risk or to secure your obligations under this Payment Services Agreement, StubHub Services reserves the right at its reasonable discretion to require you to maintain a minimum balance ("Reserve") on your StubHub account. StubHub Services will notify you of any Reserve placed on your account. A Reserve may be raised, lowered or removed at any time with prior notice to you depending on your performance and the risk associated with your StubHub account.

10. Term and Termination

10.1 This Payment Services Agreement commences on the date that you register with StubHub Services and will continue for an indefinite period unless terminated in accordance with this clause 10.

10.2 You may terminate this Payment Services Agreement at any time without charge by contacting Customer Service. You may not close your StubHub account while StubHub Services is carrying out verifications of your or your business’ identity or other information pertaining to you, your StubHub account or payment transactions.

10.3 Without limiting the rights of StubHub Services according to Clause 7, StubHub Services may terminate this Payment Services Agreement by giving two (2) months’ prior notice via email to your registered email address.

10.4 If this Payment Services Agreement is terminated by either party, any use of the Site and Marketplace Services as a Seller will no longer be possible.

10.5 Termination of this Payment Services Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry. If there are still pending payment transactions at the time the termination takes effect, they will still be processed pursuant to terms of this Payment Services Agreement.

11. Taxes

It is your responsibility to determine what, if any, taxes apply to the Payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority.

12. Amendments to this Payment Services Agreement

StubHub Services may periodically make changes to this Payment Services Agreement and shall notify you by posting a revised version of the agreement on the Site and emailing you at your registered email address. The revised terms will become effective two (2) months following such notice and your continued use of the Payment Services will constitute acceptance of the revised terms. If you do not accept the revised terms you can immediately terminate the agreement before the revised agreement takes effect.

13. Liability

13.1 Subject to Clause 7 and to the fullest extent permitted by applicable law StubHub Services (including its parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

  • Your use of or your inability to use the Payment Services;
  • Delays or disruptions in the Payment Services;
  • Glitches, bugs, errors or inaccuracies of any kind in our Payment Services;
  • Damage to your hardware device from the use of any of our Payment Services;
  • The content, actions or inactions of third parties;
  • A suspension or other action taken with respect to your StubHub account;
  • Your need to modify practices behaviour or your loss of or inability to do business, as a result of changes to this Payment Services Agreement or our policies.

13.2 Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you and you may have rights in addition to those contained in this Payment Services Agreement. This is especially so if you are a consumer.

13.3 You accept sole responsibility for the legality of your actions under laws applying to you.

13.4 Nothing in this User Agreement shall limit or exclude our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

14. Release

If you have a dispute with one or more users, you release StubHub Services (and its affiliates and subsidiaries, and its and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

15. Indemnification

You agree to indemnify and hold StubHub Services and (if applicable) StubHub Services' parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors and suppliers (the "StubHub Services Indemnitees") harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by StubHub Services and (if applicable) any StubHub Services Indemnitee resulting from or arising out of your breach of this Payment Services Agreement, your improper use of the Payment Services, and/or your violation of any law or the rights of a third party.

16. General Provisions

16.1 This Payment Services 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 Payment Services Agreement will be valid or effective unless made in accordance with the express terms of this Payment Services Agreement.

16.2 Except as otherwise stated, this Payment Services Agreement shall be governed by the laws of the Grand Duchy of Luxembourg. If you are registered as a business you agree to submit to the exclusive jurisdiction of the Luxembourg courts. If you are not registered as a business you agree to submit to the non-exclusive jurisdiction of the Luxembourg courts.

16.3 If any provision of this Payment Services Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Payment Services Agreement shall not be affected.

16.4 StubHub Services may assign or transfer its rights and obligations under this Payment Services Agreement at any time, provided that StubHub Services assigns the Payment Services Agreement on the same terms or terms that are no less advantageous to you. You may not assign or transfer this Payment Services Agreement, or any of its rights or obligations, without the prior written consent of StubHub Services, which StubHub Services can refuse in its sole discretion.

16.5 No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Payment Services Agreement or the provision of the Payment Services.

16.6 Nothing in this Payment Services 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.

16.7 The subject heading at the beginning of each paragraph of this Payment Services Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph. The following sections survive any termination of this Payment Services Agreement: Unauthorized and incorrectly executed payment transactions, Liability and Release.

16.8 Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Payment Services Agreement.

16.9 If a dispute arises between you and StubHub Services, we encourage you to seek a resolution by contacting Customer Service. If you wish to make a complaint about us, you may contact the Commission de Surveillance du Secteur Financier, 110 Route d’Arlon, L-2991 Luxembourg, which is the competent authority to receive out-of-court complaints by customers of payment service providers authorised in Luxembourg.

16.10 Legal notices to us shall be served by registered mail to: StubHub Services S.à r.l., 22-24 Boulevard Royal, L-2449 Luxembourg. StubHub Services will communicate with you in the language(s) in which this Payment Services Agreement has been made available to you. You agree that StubHub Services may provide notice or other information to you by posting it in your StubHub Account, emailing it to your registered email address, mailing it to your registered physical address, calling you by phone or sending you mobile messages. Notices to you by email or mobile messages shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Notices sent by registered mail shall be deemed to have been received three days after the date of mailing.

16.11 You may request a copy of any legally required disclosures (including this Payment Services Agreement) from us and we will provide this to you in a form which allows you to store and reproduce the information (for example, by email).

 

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