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End User License Agreement (EULA)

The Agreement with DTR SoftwareWelcome to the AUTOPROCESSORSM software applications and services associated therewith (hereinafter the "Services," or "Service"). The purpose of the Services is to automate and assist you with your event ticket brokerage business, so that you can focus on other aspects of your business. Such assistance includes, but is not limited to, handling certain automatable tasks of ticket brokering, selling and distributing tickets to marketplaces, listing tickets for download, automatically downloading tickets for season ticket holders, creating purchase orders, and managing post-sale activities.The Services are operated by DTR Software, Inc. ("we," "us," "DTR Software," or "our") and the content on or provided by the Services is owned by us, unless otherwise indicated herein. As used herein, the term "DTR Software" refers to DTR Software, Inc. and its officers, subsidiaries, affiliates, parent companies, joint ventures, and any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers.Please read these Terms and Conditions as they constitute a legally binding agreement that governs your use of the Services. This agreement, together with any additional terms, updates, supplements, and all DTR Software rules and policies to which you, the user (hereinafter "User," "Ticket Brokerage," "Ticket Broker," 'you," or "your"), agree to when registering for and/or using the Services-for which said Terms and Conditions may be updated periodically and reflected in the interface of the Services-constitute the entire agreement regarding the Services that includes legally binding terms and conditions governing your license to use the Services. These Terms and Conditions apply to all persons who use these Services, regardless of their level of participation. BY ACCESSING THE SITE OR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF USE AND CONDITIONS OF USE STATED HEREIN, PLEASE IMMEDIATELY LEAVE THIS SERVICE OR SITE.Acceptance of TermsBy using the Services in any way, you are agreeing to comply with these Terms and Conditions. In addition, when using the Services, you agree to abide by any applicable DTR Software rules and policies, which may change from time to time. Should you object to any term or condition of the Agreement; any rules, policies, statements, or guidelines provided by DTR Software governing use of the Services; or any subsequent modifications thereto or become dissatisfied with DTR Software in any way, your only recourse is to immediately discontinue use of our Services. DTR Software has the right, but is not obligated, to strictly enforce the Terms and Conditions through self-help, active investigation, litigation and prosecution.Acceptance of the Terms and Conditions can be, but is not required to be, met by (i) clicking a button indicating you accept or agree to the terms and conditions; (ii) downloading any portion of the Services; and (ii) accessing and/or using any portion of the Services. By registering for and/or using the Services, you also agree that you have read, understand, and accept the Terms and Conditions and you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. You acknowledge these Terms and Conditions are a binding and enforceable agreement between you and DTR Software.By using the Services, you also agree that you will not use the Services for any purpose that is unlawful or in contravention of these Terms and Conditions. DTR Software reserves the right to change the Terms and Conditions from time to time without notifying you. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following the effective date of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the Terms and Conditions of such changes. DTR Software may cease all or part of the Services at any time without notice and is not obligated to retain or return any post or comment. If you do not agree to any of these Terms and Conditions, please do not register for or use the Services. To ensure your compliance with the above, we recommend you review the Terms and Conditions accessible in the user interface of the Services.Use of the ServicesBy accessing or using the Services, you accept and agree to these Terms and Conditions and the Data Collection and Privacy Policy. You warrant that you are not prohibited from receiving products of U.S. origin, including services or software. You must provide all equipment and software necessary to connect to the Services and, including, but not limited to, a computing device that is suitable to connect with and use the Services. You are responsible for any fees, including Internet connection or mobile fees that you incur when accessing the Services.User will use the Services only in connection with the conduct of User's business as a ticket broker or ticket brokerage. The Services will at all times be and remain in the possession and control of authorized ticket broker personnel. You agree that you will restrict access to and use of the Services to the Ticket Brokerage and authorized employees thereof, unless otherwise agreed to by DTR Software in writing.The Services shall at all times be used and operated by the User under and in compliance with the laws of the jurisdiction in which the Services may be provided, and in compliance with all lawful acts, rules and regulations and orders of any commissions, boards or other legislative, executive or judicial bodies or officers having power to regulate or supervise the use of the Services.In order to access and/or use our Services, you may be required to create an account. You agree that you will keep and maintain your account credentials (e.g., username and password) confidential and that you will not disclose your account credentials to any third-parties outside of your Ticket Brokerage. You agree to immediately notify us in the event of any unauthorized access to or use of your account or other breach of security. You agree that you are responsible for all activities that occur under your account, whether the activities were performed by you or performed by an unauthorized third-party.You warrant that your tickets are valid and that the information you provide to us associated with your tickets is true, complete and accurate. You warrant that your tickets are not fraudulent or counterfeit. You agree to immediately notify us in the event that you discover your tickets are fraudulent, counterfeit, or otherwise invalid, incomplete, or inaccurate.Our Services are intended to assist you with your Ticket Brokerage business; however, you understand that we are not your agent or representative. Use of the Services does not remove User's sole responsibility and liability for ticket pricing, ticket listings, ticket distribution, post-sale responsibilities, or any other activities associated with a ticket brokerage business to third-parties, including, but not limited to consumers, ticket purchasers, and marketplaces. You are responsible for monitoring such activities to ensure accuracy, completeness, and compliance with any applicable rules and regulations. DTR Software will attempt to list tickets accurately and for correct prices; however, you agree that you are solely responsible for and liable for such ticket brokerage activities. You agree that failure to independently audit listings may cause the User to incur a significant cost, which you agree DTR Software is neither responsible for nor liable for.Event cancellations, postponements, and other event changes may occur. DTR Software may, at its sole discretion, handle such event changes for your Ticket Brokerage via our Services; however, you acknowledge and agree that you are solely responsible for handling such event changes and you agree to indemnify DTR Software against any claim, demand, and/or liabilities, including costs and expenses, asserted by a third-party, resulting from or arising out of such event changes.Our Service will attempt to fulfill ticket orders and automatically remove any sold inventory from all marketplaces; however, DTR Software cannot guarantee that errors in this process will not occur. For example, a "double sell" occurs when one ticket is sold twice. By accessing and using our Services, you agree to bear all risks associated with use of our Services. You agree that DTR Software is not responsible for double sells.You acknowledge that there are state laws on the resale of tickets and you agree that it is your sole responsibility to ensure that ticket listings comply with all applicable local, state, federal, and international laws, rules, and statutes. To that end, as stated above, you are responsible for independently monitoring ticket listings by our Services to ensure such compliance.You understand that each ticket marketplace may have terms and conditions, privacy policies, seller policies, and other rules and restrictions associated with listing and selling tickets (hereinafter "Marketplace Agreements"). You agree that it is your sole responsibility to review these Marketplace Agreements for any marketplaces on which your tickets are or may be listed in the future by our Services to ensure compliance. You agree that DTR Software is not responsible for any violations of the Marketplace Agreements and you agree to indemnify DTR Software against any claim, demand, and/or liabilities, including costs and expenses, asserted by any third-party marketplaces, resulting from or arising out of such violations of the Marketplace Agreements as a result of your use of the Services.User represents and warrants that your use of the Services does not conflict with any third-party agreements and you agree to indemnify and hold harmless DTR Software in the event that your use of the Services violates or conflicts with such third-party agreements.PrivacyDTR Software respects your privacy and is committed to protecting it. DTR Software's full data collection and privacy statement is accessible here [YJ1] . The privacy statement explains DTR Software's policies and practices regarding your information. It is through this disclosure that DTR Software intends to provide you with a level of comfort and confidence in how it collects, uses, and safeguards personal and other information it collects or that you provide through these Services, and how you can contact us if you have any questions or concerns. It is our sincere hope that by explaining our data handling practices that DTR Software will develop a trusting and long-lasting relationship with you. By using the Services, you agree to the terms of this data collection and privacy statement.The fees to register and use the Services are those agreed upon by you and DTR Software. These fees are subject to change at any time, at the sole discretion of DTR Software.All fees paid will be non-refundable in the event that the Services are discontinued for violating the Terms and Conditions.You are responsible for any fees incurred in connection with your use of these Services. For example, your Internet service provider may charge you access or data fees for your use of their services in connection with data transmission. Contact your provider for more information regarding their data rates and fees.Other Conditions/RestrictionsThe following restrictions apply to the use of the Services:

  • You shall not use our Services to list or sell stolen tickets;
  • You shall not use our Services to list invalid tickets;
  • You shall independently monitor ticket listings to ensure accuracy and completeness;
  • You shall independently review all terms and conditions and other agreements of third-party marketplaces to ensure compliance;
  • You shall treat your account credentials as confidential information and not disclose your account credentials to anyone outside of the Ticket Brokerage;
  • You shall refrain from any public or private comments that you will share DTR Software's technology or processes with others;
  • You shall not use the Services if you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department's list of Specially Designated Nationals;
  • In connection with your use of the Services, you will not engage in any activity that may create a risk of injury, death, property damage, and/or liability of any kind;
  • When accessing and/or using the Services, you shall not inflict emotional distress on any person, humiliate any other person, assault or threaten any other person;
  • You shall not sublicense, rent, lease, sell, trade, gift, bequeath, or otherwise transfer your account to anyone without DTR Software's written permission; and
  • You shall not access or use an account that has been sublicensed, rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the original account creator without DTR Software's written permission.


DTR Software does not guarantee that your tickets will be sold or will appear on any marketplaces within a certain time. DTR Software will not, for any reason, provide compensation for tickets that do not sell, even if it is due to any unavailability of our Services resulting from an outage, maintenance, enhancements, or other delays.System Requirements, Maintenance, Updates, and Limitations on ServiceUse of the Services requires a computing device that is compatible with the Services and may require obtaining updates or upgrades from time to time in order to continue using the Services. Because use of the Services involves hardware, software, and Internet access, your ability to use the Services may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. You acknowledge and agree that DTR Software is not responsible for supplying you with hardware necessary to use the Services.DTR Software reserves the right, in its sole discretion, to change, improve, correct, modify, suspend, discontinue or permanently cancel the operation of the Services or portions thereof at any time without any notice to you, and without incurring any obligations or liabilities to you or to any third-party. Your use of these Services after any changes are posted will be considered acceptance of such changes. The Services may not be available during maintenance breaks and other times. DTR Software reserves the right to modify or discontinue, temporarily or permanently, any aspect of the Services for any reason and without notice. You agree that DTR Software is not responsible for any costs, loss of revenue, or loss of business of any kind as a result of maintenance of the Services, or as a result of the Services being inaccessible for any other reason.The version of the Services' software may be upgraded from time to time to add support for new functions and services, improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions (hereinafter "Enhancement(s)"). You agree to receive such updates (and permit DTR Software to deliver these to you) as part of your use of these Services.In any such event when and if DTR Software provides Enhancements to the Services, User shall accept any DTR Software Enhancements to or for the Services. In the event that there is or will be an incremental cost increase in a material amount to the Services associated with the Enhancement, the amount of said incremental cost increase shall be acceptable to DTR Software and User. DTR Software does not guarantee that we will continue to support any version of our Services for which you initially received a license for.It is User's obligation to work with DTR Software (or designate an approved contact) which DTR Software and its support vendors can work with to resolve any issues upon which you provide us sufficient notice of. User will provide power and high speed Internet access for any equipment utilizing any of the services or products associated with the Services. DTR Software is not responsible for issues involving an Internet Service Provider and User or any other third parties which make changes to User's network via direct (change) or indirect (outage) action.Limited LicenseUnless and to the extent indicated otherwise, the Services and all materials and information ("Materials") contained on the Services (including past, present and future versions) and all content that is included in, on or that are otherwise a part of the Services are owned, controlled or licensed by DTR Software. The contents of the Services and Materials, including the selection, coordination and arrangement of the Services and Materials, are protected by, or subject to protection by, worldwide copyright, trademark, patent, trade secret, and/or other proprietary rights, laws and treaty provisions whether or not a copyright notice or other proprietary mark is present. You agree to comply with all copyright laws worldwide in your use of these Services and Materials. Except as expressly provided herein, DTR Software does not grant any express or implied right to you under any patents, trademarks, or copyrights.Subject to your continued compliance with the Terms and Conditions, DTR Software grants you a non-exclusive, non-transferable, limited right to access, view, and use these Services and Materials for your Ticket Broker business only. All rights, title, and interest in the Services and Materials not expressly granted to you in these Terms and Conditions are reserved by DTR Software. You agree not to dispute DTR Software's claims of ownership or validity of its rights to the Services and Materials.DTR Software may suspend or terminate any and all of your rights and authorization at any time for any reason. If you violate any of the Terms and Conditions, your rights under this Section will terminate at the sole discretion of DTR Software and DTR Software may terminate your access to the Services and Materials without notice and without any refund of fees.Any right or authorization granted to you by DTR Software is subject to the following obligations and restrictions:

  • a) you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials and the Services;
  • b) you may not copy, reprint, modify, distribute, translate, port, publish, sublicense, assign, transfer, sell, lease or otherwise distribute the Materials or the Services in any way or reproduce or publicly display, perform, or otherwise use them for any public purpose or any other purpose than your Ticket Broker business;
  • c) you may not commercially exploit the Services, Materials nor underlying data, including without limitation, (i) creating derivative works of the Materials and the Services, (ii) using any data mining, robots, or similar data gathering and extraction tools on the Materials or the Services, (iii) creating a database, systematically downloading, storing any or all of the Materials from the Services or the Services itself, (iv) linking or framing any portion of the Materials, (v) extracting, deriving or attempting to extract or derive any source code or structure of all or any portion of the Materials or the Services by reverse engineering, disassembly, decompilation or any other means, or (vi) using other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Materials or the Services provided by DTR Software;
  • d) you may not transfer the Materials or Services to any other person without the written consent of DTR Software;
  • e) you may not use the Services or Materials with other content or in a manner that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, nor may your use victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • f) you may not register for or use the Services or Materials in a manner that impersonates any other person, business or entity, including DTR Software, and its employees and agents;
  • g) you may not interfere, try to interfere, disrupt, or try to disrupt the DTR Software servers or networks, or disobey any network access or security requirements, policies, directives, procedures, or regulations of DTR Software or its representatives and agents who facilitate your use of the Services;
  • h) you may not use the Services or Materials as a means to engage in conduct that reflects poorly upon, disparages or devalues DTR Software's reputation or goodwill, as determined in DTR Software's sole discretion; and
  • i) you may not establish a link or otherwise hold yourself out as an exclusive user of the Services or suggest an affiliation with, approval of, or endorsement by DTR Software when none exists.

DTR Software reserves all rights not expressly granted to you under the Terms and Conditions.Third-Party InformationThese Services may contain links to third-party websites that are not owned or controlled by DTR Software ("Third Party Websites"). DTR Software has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third Party Websites. In addition, DTR Software will not and cannot censor or edit the content of any Third Party Website. By clicking on links, you expressly relieve DTR Software from any and all liability arising from your use of any Third Party Website, or from the content of any Third Party Website. When using a Third Party Website, you should be aware when you leave the Services and read the terms and conditions and privacy policy of each Third Party Website that you visit. Your linking to any Third Party Website is at your own risk and you agree that you must evaluate, and bear all risks associated therewith.User ContentIf you communicate to us any support requests, feature requests, ideas, suggestions, documents, and/or proposals (hereinafter "Ideas"), you do so voluntarily and with no expectation of compensation of any kind, or confidentiality. By communicating any Ideas to us, you grant DTR Software ownership of the Ideas to use for any purpose and in any way, at DTR Software's sole discretion. You understand that DTR Software may have similar ideas under consideration and/or in development now or in the future. We do not warrant that you will receive any compensation, discount, or any special benefit as a result of sharing the Ideas with us.Termination of ServiceFor the purposes of the Agreements, termination will not affect, in any way, any provision of the Agreements relating to DTR Software's ownership in the Services, any covenants relating to the misappropriation, misuse or improper use or operation of the content and information contained therein, indemnification/hold harmless, limitation of liability, or any independent cause of action DTR Software may have against User, as the same survives the termination of any or all of the Agreements.If the Agreements are desired to be terminated by User for any reason, it must provide no less than sixty (60) days' prior written notification to DTR Software to cancel any periodic maintenance fees. Cancellation of these maintenance fees will automatically cancel any licensing rights or interests User may have in the Services.The Term of the Agreements and the License is one year commencing on the first date that the Services are available for use by the User (the "Effective Date"). Unless otherwise stated herein, the Term shall automatically extend for additional, consecutive one-year periods, unless both parties mutually agree, in writing, to elect to terminate the Agreements prior to the end of the Term.You agree that DTR Software, in its sole discretion, has the right (but not the obligation) to deactivate your account, or otherwise terminate your access to or use of the Services, immediately and without notice, for any reason, including, without limitation, if DTR Software believes that you have acted inconsistently with the letter or spirit of these Terms and Conditions. Further, you agree that DTR Software shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to use the Services after said termination, unless otherwise permitted by DTR Software in writing.Assignment and DelegationThe Agreements may not be assigned by User in whole or in part without the prior written consent of DTR Software. DTR Software may delegate its duties and obligations under the Agreements to others. DTR Software may assign the Agreements at any time and without any notice to User.Intellectual Property and Other Proprietary RightsAll intellectual property associated with the Services is and will remain owned by DTR Software and User does not obtain any rights or interests in the Services other than those expressly given to User in the Terms and Conditions.To the extent that any software (defined in its broadest sense) is developed or changed by User or its agents, assigns, or representatives in violation of any of the covenants herein, User agrees to grant, assign, transfer, and convey, and hereby grants, assigns, transfers, and conveys, to DTR Software all right, title, and interest that said party has, or will have, to said modified software. User agrees to assist DTR Software, at DTR Software's expense, to perfect DTR Software's ownership right, title, and interest in the inventions (whether patentable or not), copyrights, or other developments, including executing any documents and answering questions.The Services are copyrighted, or subject to copyright protection, by DTR Software and is not to be copied or otherwise distributed without the written permission of DTR Software. User agrees to only use the Services for the purposes and subject to the terms and conditions in the Agreements. User shall not permit any third party, i.e., non-employee of the Ticket Broker, to gain access to the Services, without the written permission of DTR Software.The Ticket Broker shall not copy, nor permit to be copied, any version of the Services, including screen shots thereof, for any purpose other than for educational/training purposes for employees of the Ticket Broker. Additionally, Ticket Broker shall not, nor allow a third-party to-including any customer of Ticket Broker for which said Services is used for, reverse engineer, disassemble, de-compile, decipher, sell, sublicense, modify, adapt, translate, or transmit the Services, or any website or service offered with or for the Services, in any form or by any means without written consent from DTR Software. Violation of any restrictions in the Agreements by User shall entitle DTR Software or any agent of DTR Software to take possession of the software and/or for DTR Software to terminate the Services and the Agreements for the breach. The Services are and shall remain the exclusive property of DTR Software.The content and compilation of content included in the Services, such as sounds, text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of DTR Software, or its licensors, and are protected by United States and international copyright laws. Such copyright protected content cannot be reproduced without DTR Software's express written permission. DTR Software reserves all rights not expressly granted in the Agreements. You will not take any action to jeopardize, limit or interfere with DTR Software's intellectual property rights in the Software, Services, Products and/or DTR Software Websites and Applications.Any reproduction, modification, creation of derivative works from or redistribution of the Services, or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of DTR Software. You further agree not to reproduce, duplicate or copy Content from the Services without the express written consent of DTR Software, and agree to abide by any and all copyright notices displayed on the Services. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.DTR Software's trademarks and trade dress may not be used in connection with any product or service that is not DTR Software's, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits DTR Software. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that incorporates any of DTR Software's intellectual property (in whole or part) or that is confusingly similar thereto.The AUTOPROCESSORSM name, and all trademarks and logos displayed on these Services are owned or used under license by DTR Software or constitute nominal or statutory fair use of said trademarks and logos. These trademarks include, but are not limited to, the AUTOPROCESSORSMtrademark and associated logos. The unauthorized use of any trademark displayed on these Services is strictly prohibited.ConfidentialityUnless otherwise indicated in writing by DTR Software, User will use the highest degree of care to prevent disclosing to others the technical information and data furnished by DTR Software under the Agreements. This obligation shall continue so long the Agreements are in effect and for a period until the information no longer remains confidential. Confidential information shall not include any information that: (i) is or becomes generally publicly known through no wrongful act on User's part; (ii) is already known to User without a third party's disclosure restriction at the time of a disclosure by DTR Software hereunder, and as evidenced by a written document(s) predating DTR Software's disclosure to User; (iii) is rightfully received by User from a third party without breach of the Agreements; (iv) is furnished to a third party by DTR Software without a duty of confidentiality; (v) can be proven to have been independently developed by you without access to any Confidential Information by User prior to the commencement of the relationship contemplated hereunder, and as evidenced by a written document(s) predating DTR Software's disclosure to User; or (vi) is explicitly approved for release by written authorization of DTR Software. In the event of applicability of or reliance on by Receiving Party of subsection (ii), (iii) and/or (v) above, User/Ticket Broker must notify DTR Software within ten (10) days of disclosure by DTR Software or (10) from execution of the Agreements, whichever is later, or else User/Ticket Broker will be said to have waived its right and ability to rely on any one or more of these three subsections. User/Ticket Broker may disclose the information and data hereof to third parties if this is required for User/Ticket Broker to fulfill its duties under the Agreements and such third parties have agreed to conditions at least as stringent as those contained herein.NoticesAny notice, consent, approval, request or other communication required to be given under the Agreements shall be in writing and shall be deemed effective (1) upon receipt if delivered by hand to an authorized individual to accept correspondences on behalf of DTR Software or User/Ticket Broker or (2) when sent by certified or registered mail, return receipt requested.In general, communications to DTR Software may be made to:

support@autoprocessor.com

or in writing at:

DTR Software, Inc.
2718 East Katella Avenue
Anaheim, CA 92806Disclaimer to Terms and ConditionsDTR Software may at any time revise these Terms and Conditions by updating this posting. You are bound by such revisions and should therefore visit this page to review the current Terms and Conditions from time to time.YOU AGREE THAT YOUR USE OF THESE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, DTR SOFTWARE, AND THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SHAREHOLDERS, AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE SERVICES AND YOUR USE THEREOF. DTR SOFTWARE, AND THEIR AGENTS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT AND THE PROCESSES PROVIDED BY THESE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR THE PROCESSES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, TICKET INFORMATION, AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PROCESSES OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND ANY PROCESSES PROVIDED BY THE SERVICES. DTR SOFTWARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND DTR SOFTWARE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NEITHER DTR SOFTWARE NOR THEIR AGENTS ARE PROVIDING ANY LEGAL, TAX, MEDICAL, COUNSELING, ACCOUNTING, INVESTMENT, FINANCIAL OR ANY OTHER PROFESSIONAL SERVICES OR ADVICE.User also acknowledges and agrees that AS TO DTR SOFTWARE, (i) USER ACCEPTS THE SERVICES AS-IS, AND THAT DTR SOFTWARE HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO FITNESS, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY OR SUITABILITY OF ITS SOFTWARE, SERVICES, WEBSITE, ANY TICKETS, ANY EVENT, OR ANY CONTENT, IN ANY RESPECT OR IN CONNECTION WITH, OR FOR THE PURPOSES AND USES OF USER, OR AS TO TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY OR COVENANT OF ANY KIND OF CHARACTER, EXPRESS OR IMPLIED WITH RESPECT THERETO; and (ii) THAT IN NO EVENT SHALL DTR SOFTWARE, OR ANY SUB-CONTRACTOR, VENDOR, OR AUTHORIZED SERVICE PROVIDERS HIRED BY DTR SOFTWARE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENTS, BE LIABLE TO USER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY (WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO DTR SOFTWARE), FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, SAVINGS, REVENUES, LEGAL COSTS AND/OR EXPENSES, OTHER ECONOMIC LOSS, LOSS OF (OR COST OF SUBSTITUTE) EQUIPMENT OR MATERIALS OF ANY KIND WHATSOEVER, WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, IN ANY MANNER IN CONNECTION WITH: (i) THE USE OF OR ANY PROCESSES RELATED TO THE SERVICES; (ii) FOR ANY PURCHASE, USE OR LICENSE OF ANY COMPUTER SOFTWARE; (iii) FOR ANY DATA FURNISHED UNDER OR AS A RESULT OF THE AGREEMENTS; (vi) THE DURATION OR MANNER IN WHICH YOUR TICKETS ARE LISTED AT MARKETPLACES; (v) ANY INACCURACIES IN THE TICKET LISTINGS; (vi) ANY TICKET DOUBLE SELLS; OR (vi) ANY OTHER ACTIVITIES ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES.Release and Covenant Not to SueTo the maximum extent permitted by applicable law, you hereby release, and waive all claims and demands against DTR Software and its officers, subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Services.Marketplace or Consumer DisputesYou are solely responsible for any activities related to your tickets, ticket listings, and ticket order fullfillments, whether or not performed through the Services. DTR reserves the right, but has no obligation, to become involved in any way with these disputes. If you have a dispute with one or more consumers or marketplaces, you release DTR Software and its officers, subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and employers 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, including without limitation any intellectual property dispute or any dispute over the payment or fulfillment of ticket orders.Force MajeureDTR Software shall not be liable for any delay or failure to provide the Services resulting from causes outside the reasonable control of DTR Software, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond DTR Software control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.Indemnity and Hold HarmlessBy using these Services you agree that you will defend, indemnify and hold harmless DTR Software, together with its subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and employers, from and against all the liabilities, liens, actions, claims, costs, taxes, damages and expenses (including reasonable attorneys' fees and costs) if any third party brings a claim against DTR Software in connection with, or arising out of (i) your breach of the Terms and Conditions; (ii) your violation of any law, rule or regulation of the United States or any other country; (iii) your infringement or violation of the rights of any third parties (including intellectual property rights); (iv) your use of the Services; (v) any other party's access and use of the Services with your account credentials or other appropriate security feature; (vi) double ticket sells resulting from the Services; (vii) any inaccuracies in ticket listings; (viii) any tickets purchased as a result of the Services; or (ix) violation of any laws related to the resale of tickets. DTR Software reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you shall agree to cooperate with DTR Software's defense of such claim.ArbitrationWe look forward to a long and mutually productive relationship with you. However, if you become dissatisfied for any reason with the fees charged or the Services, we encourage you to bring that to our attention immediately. It is our belief that most such problems can be resolved by good faith discussions between the parties. Nevertheless, it is always possible that some dispute may arise which cannot be resolved by discussions between us. We believe that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration than by court proceedings.Any dispute between you and DTR Software (including, without limitation, any individual currently employed or formerly employed by DTR Software) shall, at the sole discretion of DTR Software, be subject to binding arbitration. In addition, all questions regarding the arbitrability of the dispute, including whether you and/or DTR Software has agreed to arbitrate the dispute, shall be decided by such arbitration. This agreement to arbitrate all disputes between us applies even if some person or entity claims that this Agreement is void, voidable or unenforceable for any reason. By agreeing to arbitrate, all parties are waiving jury trial.The arbitration shall be held in Orange County, California, before a mutually acceptable arbitrator, pursuant to the rules of arbitration of the American Arbitration Association. You consent to personal jurisdiction in California and venue in Orange County in any action, and agree to waive the right to proceed in any other jurisdiction or forum concerning a dispute between the parties or relating to this Agreement. This agreement to arbitrate shall survive the termination of the Services or this Agreement.MiscellaneousThese Terms and Conditions together with any additional terms to which you agree when using any aspect of these Services constitute the entire agreement regarding the Services, and supersede all prior or contemporaneous communications, whether electronic, oral or written between you and us with respect to the Services. You agree that these Terms and Conditions are governed by, and construed in accordance with, the laws of the State of California, regardless of principles of conflict/choice of laws that may require the application of the laws of another jurisdiction. If a court determines that any term or condition in these Terms and Conditions is illegal or unenforceable, then such term will be eliminated and the remaining terms and conditions will remain in force and effect.No delay or omission to exercise any right, power or remedy accruing to DTR Software upon any breach or default by User under the Agreements shall impair any such right, power or remedy of DTR Software, nor shall any such delay or omission be construed as a waiver of any breach or default, or of any similar breach or default occurring, nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default, nor shall any single or partial exercise of any right preclude the exercise of any other right or any other remedy at law or in equity. Except as expressly and specifically set forth in this these Terms and Conditions, no representations, statements, consents, waivers, or other acts or omissions by DTR Software shall be deemed a modification of these Terms and Conditions nor be legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of DTR Software.If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. All lawsuits arising from or relating to these Terms and Conditions shall be brought in a competent Federal or State court of California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose.The terms and conditions described in the Agreements shall be considered to be the complete and exclusive statement of the understanding between User and DTR Software, and cancels and supersedes all earlier promises, representations, discussions or agreements, written and oral, between the parties which relate in any way to the Services. To the extent there is any inconsistency between any obligations and rights in the Agreements, the latest issued provision shall prevail over the provision issued earlier in time. To the extent the provisions were issued contemporaneously, the terms and conditions herein shall prevail.The terms and conditions in the Agreements shall be binding upon and inure to the benefit of User and its permitted successors and assigns (subject to any other provision in the Agreements), and shall be binding upon and inure to the benefit of DTR Software and its successors and assigns.YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS AND UNDERSTAND THE OBLIGATIONS, RIGHTS, CONDITIONS, TERMS, RESTRICTIONS, CONDITIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE THE SERVICES OR REGISTER FOR THE SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DTR SOFTWARE THE RIGHTS SET FORTH HEREIN.