These terms of use (“Terms of Use”) set out the conditions on the basis of which Seats.io BV (“Seats.io” or “Us” or “We”) will make available its products and services through its websites or apps (including the seats.io site and its subdomains, as well as any other url or app used by Seats.io for this purpose) (the “Website”). Capitalized terms herein have the meanings as set forth in these Terms of Use.
This is a legally binding agreement (“Agreement”) between you (the “User” or “You”) and Us.
You represent and warrant that you have read and understood the Terms of Use, that you have the legal capacity to enter into this agreement on your own behalf or on behalf of the legal entity you represent, and that it is enforceable against You and/or that legal entity.
Respect of the Terms of Use is a precondition for access to and use of the Website and its functions. By using the Website or by registering a User account You express Your agreement with these Terms of Use.
The Website is subject to continuous change, for, among others, technical and functional reasons; typically, We may push into production new versions several times per week, with small incremental or larger changes, as decided by Us in function of Our autonomous product development policy. As a result, We may modify the functionality or way of operating of any aspect of the Website from time to time, and may add, modify or deprecate any feature or service. Any such technical or functional changes are and remain subject to these Terms of Use, unless if specified otherwise in any additional terms that are released by Us together with such changes.
We only have one version of the Website (even when available from different servers), and in order to be able to service all Customers in the same way and for the same levels of pricing, in principle all Customers have access to the same version of the Website, unless specifically agreed otherwise in writing.
Consequently, in line with the continuous change of the Website, We reserve the right to modify the Terms of Use and the Website from time to time to reflect such changes or any consequent changes to our business model. The version number and date of entry into force of the current version is mentioned at bottom of these Terms of Use. It is the User’s responsibility to verify and check the Terms of Use from time to time for such modifications. By continuing to use the Website after that date, You are deemed to agree to the changes. For reasons of cost-efficiency and quality of the service, We cannot have multiple versions of the Terms of Use, just like We cannot have multiple versions of the Website. Therefore, while You are at any time free to terminate Your use of the Website subsequent to any change We make to our Terms of Use, any such termination is at Your sole cost and risk, and We will never be liable as a result of your decisions in this respect.
The Website provides functionality related to reserved seating and other aspects of managing seats at venues and events.
Only persons (individuals or legal entities) who are legally entitled under their own laws to validly enter into contract may become Users.
Users who represent legal entities must ensure that they have the necessary powers in order to do so. Seats.io is entitled to verify, through its own processes, whether or not a User can validly represent a legal entity.
Any action or omission by a User on behalf of the legal entity that User represents, is deemed to be an action or omission of that legal entity vis-à-vis Seats.io.
When a User registers on the Website and creates their User Account, User will choose a username and password. User is responsible for maintaining the confidentiality and security of this username and password. Any use done through such username and password will be the sole responsibility of the User or the legal entity that User represents.
User must inform Seats.io immediately in case of any unauthorized use, misuse or abuse of their username(s) or password(s), or any other breach of data security.
Seats.io is entitled to charge a fee for some or more functionality or scope of use of the Website and the User account.
Seats.io may terminate any User account, with or without prior notice, when, in the reasonable opinion of Seats.io, User is in breach of any of the Terms of Use, or User is in breach of any applicable law, regulation or any third party right, or when User has been declared insolvent or bankrupt (or any similar event in any jurisdiction has occurred). If the User’s breach is capable of remedy within a reasonable period of time, then Seats.io will use reasonable efforts to provide notice of such breach and allow the User to provide such remedy. However, in case a User causes, or risks to cause, damage or other negative consequences on other User’s usage of the Website, Seats.io is entitled to take immediate technical action to limit or stop this, without incurring any liability therefore.
Consequences of termination are:
Use of the Website is subject to normal rules of good behavior. That means, in practice, the following:
We can block access to the Website or any part thereof if We find that You are or seem to be in breach of these rules. If and when appropriate, Seats.io will endeavour to provide reasonable notice to remedy such breach. That does not limit Our other rights, e.g. to claim damages.
The Website and all component parts thereof (including the look-and-feel, any underlying code, or any data contained therein) and all intellectual property rights (copyrights, patents, trademarks, etc.) therein are owned by or licensed to Seats.io. Your use of the Website and any part thereof is subject to a license of use, which Seats.io grants you on a non-exclusive, limited, conditional and non-transferable basis.
As a condition of Your license, the following restrictions apply:
You agree that the floorplans and any other drawing made through the use of the Website are limited to the technical aspects of a drawing. Therefore, no copyright is assumed to arise thereon since floorplans and all the elements thereof are a technical rendering and presentation with a functional purpose, and you specifically waive any right to invoke the existence or application of such copyright.
Notwithstanding the foregoing, You grant Seats.io an unlimited, worldwide, non-exclusive, transferable, irrevocable, royalty-free and fully paid-up license to any data, content, drawing, floorplan, configuration, idea, or any other aspect of content, code or material that you provide or use through the Website, for any use whatsoever. This license survives any termination of Your User Account.
For the duration of this Agreement, You grant Seats.io the right to mention your name and place your logo on the Website to identify You as a customer of Seats.io. This right is included in the pricing We provide, and is an essential part of the commercial considerations between us.
Use of most functionalities of the Website is subject to payment of the User fees charged by Seats.io, as agreed between Seats.io and the User.
Except if stated otherwise, all fees are exclusive of taxes (such as VAT), are payable upfront and non-refundable.
When pricing per use is agreed, Seats.io will provide an overview of actual use incurred, and charge accordingly.
Timely payment of fees is of the essence. When fees properly invoiced are not paid on their due date, Seats.io is entitled, without incurring any liability whatsoever, to suspend the User Account until full and final payment has been received. In addition, in case of late payment, after Seats.io has sent at least one reminder, Seats.io is entitled to charge an administrative fee for collection of payments due. This administrative fee is set at €300 for each event of late payment.
Seats.io is entitled to impose a particular payment method (e.g. through credit card authorization) in order to ensure payment and limit costs of fee collection.
Prior to using the Website, User has to complete a technical integration. As a result (and because of the availability of Seats.io’s technical documentation), User has, or should have, a very good understanding of the technical and functional aspects of the Website. Consequently, Seats.io provides the Website and the functionality and services thereon “as is”, and provides no warranty, either express or implied, on any functionality or data.
Therefore, User acknowledges and accepts that use of the Website is at the sole risk and responsibility of User.
As with any software, there is the unavoidable risk, and statistical almost certainty, of the existence of errors, bugs or mistakes. While Seats.io takes what it believes to be appropriate measures to limit these risks, Seats.io cannot, and does not represent or warrant that the materials in the Website are accurate, complete, reliable, current, not subject to correction, or error-free or that the Website or its servers are free of any harmful components.
User warrants that it has the right to use the functionality of the Website and that its use thereof will not infringe any third party rights.
Each User will indemnify, defend and hold harmless Seats.io and will keep it indemnified for and against any liabilities, claims and expenses, including attorney’s fees, that arise from any claim from any third party (including, for the avoidance of doubt, any other User) that any action or omission to act (including but not limited to results of using functionality such as drawing floorplans), any breach of these Terms of Use or in general any other act or omission to act by such User or anyone acting on its behalf for use of the Website.
The use of the Website for Users is an integrated experience. The final result is dependent upon many different factors, including the quality and complexity of the integration done by the User or under their direction, aspects such as the technical, functional and user experience/user interface choices made by the User, the interaction between these and the Website, the fact that many different Users use the Website, and the interaction with all parties’ platform and web-infrastructure providers.
While Seats.io aims to provide a consistent service, however, as a result of this inherent complexity, Seats.io will have no liability, and any User waives any claim, based on the Website, its performance and functions, the services provided thereon, the data contained therein or accessed through the Website, or any transaction, service or functionality transacted or made available through the Website.
Consequently, Seats.io will not be liable for any breakdown of the Website, interruption or malfunction of the services provided through the Website, or any other malfunction or technical issues related to the operation of the Website, unless this is the result of Seats.io’s fraud, or its intentional, malicious or gross negligence.
Seats.io will never be responsible for any links to third party websites, or any other connection to or interaction with third party materials or functionality.
Under no circumstances will Seats.io be liable for any indirect losses, including any loss of business or loss of profit.
To the extent permitted by applicable law, in any event will Seats.io’s liability be limited to the lesser of the total value of monetary value paid by a User during the six months preceding the cause of liability or 1.000,- Euro.
The provisions of this clause do not exclude Seats.io’s liability for fraud or intentional, malicious or gross negligence.
Seats.io provides the Website to all of its customers. Although Seats.io aims to provide its services in a continuous manner, however, in order to maintain the integrity of the Website or the access thereto, or for any other legitimate purpose, Seats.io may suspend the provision of services or access to the Website to any particular User, at its reasonable discretion, with or without notice. Seats.io will not incur any liability as a result thereof.
Seats.io may assign part or whole of its rights and duties under the Terms of Use or the Website to any third party, without any notice. Users may not assign any of their rights or duties without Seats.io’s prior written agreement, which Seats.io may accept or refuse at its discretion.
All aspects of the relationship between Users and Seats.io (including these Terms of Use and the rights and obligations arising as a result) are subject to the laws of Belgium. In case of conflict, only the Courts of Brussels will have jurisdiction.
If any provision of the Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.
These Terms of Use, and the documents incorporated herein by reference, constitute the whole agreement between Seats.io and the User, to the exclusion of any other document or statement.
Terms of Use version 4 - updated on 22 March 2021
END OF DOCUMENT
