Partner Use Case Authorized User Terms

These SeatGeek Card Authorized User Terms ("Authorized User Terms") are between you ("you" or "your") and Third National, as card issuer ("Issuer"), and govern your access to and use of the SeatGeek Card and Card Services. These terms are in addition to any terms you have previously agreed to with SeatGeek.

The SeatGeek Card is provided to you as a promotional benefit and may only be used at approved venues. You have no obligation to repay any amounts charged to your SeatGeek Card.

1. Definitions

‍a. "Card Services" means the services provided by Issuer that facilitate your use of the SeatGeek Card, including card issuance, transaction processing, and related support services.

b. "Approved Venues" means the stadiums, arenas, and other locations designated by SeatGeek where the SeatGeek Card may be used, as updated by SeatGeek from time to time and made available at Approved Venues.

c. "Card Balance" means the available promotional credit on your SeatGeek Card, as established by SeatGeek in its sole discretion, which may be used for purchases at Approved Venues subject to these Authorized User Terms.

d. "Issuer" means Third National, which issues the SeatGeek Card pursuant to a program agreement with SeatGeek. Issuer is a third-party beneficiary of these Authorized User Terms.

e. "SeatGeek Card" means the card issued by Issuer on behalf of SeatGeek and made available to you by SeatGeek as a promotional benefit, which may be used to make purchases at Approved Venues up to the credit limit established by SeatGeek.

f. "User" means you, an individual who has been provided a SeatGeek Card by SeatGeek and who has agreed to these Authorized User Terms.

2. Background

The SeatGeek Card is a payment card issued by Third National ("Issuer") and provided to you by SeatGeek as a promotional benefit. Issuer extends promotional credit on behalf of SeatGeek up to a credit limit established by SeatGeek in its sole discretion; you have no obligation to repay any amounts charged to your SeatGeek Card. The SeatGeek Card may only be used to make purchases at Approved Venues. Any unused Card Balance may expire in accordance with these Authorized User Terms and applicable law.

You understand that the SeatGeek Card is provided to you as a promotional benefit by SeatGeek, not by Issuer. Issuer's sole role is to issue the Card and process transactions; Issuer has no responsibility for the promotional program, Card funding, venue availability, or any promises made by SeatGeek. Issuer reserves the right to amend these Authorized User Terms or impose additional obligations or restrictions at any time. By using the SeatGeek Card and Card Services, you consent to and agree to these Authorized User Terms. The date at the top of these Authorized User Terms shows when they were last updated.

Issuer may require SeatGeek to amend these Authorized User Terms at any time to comply with applicable law, Card Network rules, or Issuer policies. By continuing to use the SeatGeek Card or Card Services after any amendment, you agree to be bound by the amended terms. Issuer will use commercially reasonable efforts to notify you of material changes.

Your SeatGeek Card will be activated and funded by SeatGeek in accordance with the terms of the applicable loyalty program. SeatGeek determines, in its sole discretion, the Card Balance and any restrictions on your use of the SeatGeek Card.

3. Eligibility

By using the SeatGeek Card and Card Services you represent and warrant that:

a. You are at least 18 years of age (or the age of majority in your state of residence);

b. You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC);

c. You will use the SeatGeek Card and Card Services only at Approved Venues and in accordance with these Authorized User Terms and the SeatGeek Terms of Use;

d. All information you provide to SeatGeek or Issuer is true, correct, and complete;

e. You will not attempt to use the SeatGeek Card at locations other than Approved Venues or for any prohibited purpose; and

f. You have reviewed and agree to these Authorized User Terms and the SeatGeek Terms of Use.

4. Access to the SeatGeek Card and Card Services

You may use the SeatGeek Card and Card Services only to the extent and only as long as you are authorized to do so by SeatGeek. SeatGeek or Issuer may limit, suspend, or terminate your access to the SeatGeek Card and Card Services at any time, for any reason or no reason, in their sole discretion, without notice or liability to you. You agree not to circumvent or attempt to circumvent the security of the SeatGeek Card or Card Services for any purpose.

5. Electronic Signature

By accepting [existing SG e-consent], you have consented to receive all communications, disclosures, notices, and documents from Issuer in electronic form. That consent applies to all communications from Issuer under these Authorized User Terms, including any amendments to these Authorized User Terms, transaction confirmations and alerts, Card Balance information, and any other notices related to your SeatGeek Card. Your withdrawal of consent to receive electronic communications may result in immediate termination of your SeatGeek Card.

6. Use of your Personal Information

To use the SeatGeek Card and Card Services, you may be required to provide personal information (including, for example, your name, email address, phone number, and date of birth) to SeatGeek. You acknowledge and agree that SeatGeek may share your personal information with Issuer for purposes of identity verification, sanctions screening, fraud prevention, Card issuance and servicing and compliance with applicable law. We will use your personal information to verify your identity, confirm you are not blocked or sanctioned by the United States Government (including OFAC), and confirm your eligibility to use the SeatGeek Card. Issuer may retain and use your personal information for its own compliance, fraud prevention, and regulatory purposes even after your SeatGeek Card is terminated. By using the SeatGeek Card and Card Services, you agree that Issuer may collect, use, and share your personal information as described in these Authorized User Terms for purposes of Card issuance, servicing, compliance, fraud prevention, and regulatory requirements.

7. Use of the SeatGeek Card and Card Services

You acknowledge and agree that you have read and understood the Issuer Prohibited Activities list available at [Prohibited Activities URL] and that you will comply with it at all times when using the SeatGeek Card and Card Services. The SeatGeek Card may only be used at Approved Venues. Any attempt to use the SeatGeek Card at a location other than an Approved Venue may result in the transaction being declined and may result in suspension or termination of your SeatGeek Card. You acknowledge and agree that you will not use the SeatGeek Card or Card Services: (1) at any location other than an Approved Venue; (2) for any purpose prohibited by these Authorized User Terms or the SeatGeek Terms of Use; (3) for, with, or for the benefit of any individual or entity who is blocked or sanctioned by the United States, including those identified by OFAC; (4) to purchase items for resale; or (5) in any manner that violates applicable law or Card Network rules. Any violation of this Section may result in immediate suspension or termination of your SeatGeek Card without notice.

8. Security and Safeguards

You will use all reasonable means to protect your SeatGeek Card and any log-in credentials from unauthorized use. You will not allow any other person to use your SeatGeek Card. You will immediately notify SeatGeek at [support email] if you know or suspect that your SeatGeek Card has been lost, stolen, or compromised in any way. Neither SeatGeek nor Issuer shall have any liability for unauthorized transactions that occur before you notify SeatGeek of the loss, theft, or compromise of your SeatGeek Card.

9. Communications

You will receive notices to the email address and mobile number you provide to SeatGeek. These notices may include push notifications, text messages, and other electronic communications providing information or alerts about the SeatGeek Card, Card Services, or transactions. You may elect not to receive certain notices through your SeatGeek account settings, but doing so may limit your use of certain Card Services. You consent to receiving notices electronically and understand that this consent has the same legal effect as a physical signature.

10. Card Balance and Expiration

Your Card Balance is a promotional benefit provided by SeatGeek and has no cash value. You may not transfer, sell, or exchange your Card Balance for cash. Unused Card Balance may expire in accordance with the terms of the applicable promotional program and applicable law. SeatGeek may, in its sole discretion, increase your Card Balance from time to time. Neither SeatGeek nor Issuer is obligated to extend any additional credit to your Card Balance or to maintain the SeatGeek Card program indefinitely. Issuer may, in its sole discretion, reduce or revoke your Card Balance at any time without prior notice.

11. Suspension and Termination

Issuer may suspend or terminate your access to the Card Services at any time and for any reason, in our sole and absolute discretion, without prior notice, including if directed by SeatGeek. In the event that the Card Terms and/or Terms of Service with Issuer is terminated, these Authorized User Terms will immediately terminate (other than sections giving rise to continued obligations of the parties that survive termination).

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) ISSUER PROVIDES THE SEATGEEK CARD AND CARD SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

(B) IN NO EVENT SHALL ISSUER BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SEATGEEK CARD OR CARD SERVICES, EVEN IF ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(C) ISSUER'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE AUTHORIZED USER TERMS OR YOUR USE OF THE SEATGEEK CARD SHALL NOT EXCEED THE LESSER OF (I) THE CARD BALANCE ON YOUR SEATGEEK CARD AT THE TIME THE CLAIM AROSE, OR (II) ONE HUNDRED DOLLARS ($100).

(D) ISSUER SHALL HAVE NO LIABILITY FOR: (I) THE PROMOTIONAL PROGRAM OR ANY PROMISES, REPRESENTATIONS, OR OBLIGATIONS OF SEATGEEK; (II) THE AVAILABILITY, QUALITY, OR PRICING OF GOODS OR SERVICES AT APPROVED VENUES; (III) ANY DECLINED TRANSACTION; (IV) ANY SUSPENSION OR TERMINATION OF YOUR SEATGEEK CARD; (V) ANY EXPIRATION OR FORFEITURE OF YOUR CARD BALANCE; OR (VI) ANY ACT OR OMISSION OF SEATGEEK OR ANY APPROVED VENUE.

(E) YOU ACKNOWLEDGE THAT SEATGEEK, NOT ISSUER, IS SOLELY RESPONSIBLE FOR THE PROMOTIONAL PROGRAM AND THAT YOUR SOLE REMEDY FOR ANY PROMOTIONAL PROGRAM-RELATED CLAIM IS AGAINST SEATGEEK.

THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

User Indemnification

(a) Indemnification Obligation. You agree to indemnify, defend, and hold harmless Issuer and its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, "Issuer Indemnitees") from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and costs of litigation) (collectively, "Claims") arising out of or related to: (i) your breach of any representation, warranty, obligation, or covenant under these Authorized User Terms; (ii) your violation of any applicable law, regulation, or rule, or the rights of any third party; (iii) your use or misuse of the SeatGeek Card or Card Services, including without limitation any unauthorized, fraudulent, or improper transactions; or (iv) any dispute between you and SeatGeek or any Approved Venue arising out of or related to the promotional program, Card Balance, or any goods or services purchased using the SeatGeek Card.

(b) Defense. You shall promptly assume the defense of any Claim for which indemnification is owed under this Section upon written notice from Issuer. Issuer shall cooperate reasonably in the defense of such Claim at your expense. You shall not settle any Claim in a manner that imposes any obligation, restriction, or liability on any Issuer Indemnitee, or that includes any admission of wrongdoing by any Issuer Indemnitee, without the prior written consent of Issuer.

(c) Issuer Participation. Notwithstanding the foregoing, if Issuer reasonably determines that your counsel has a conflict of interest, that your defense is inadequate, or that separate representation is otherwise necessary to protect the interests of any Issuer Indemnitee, Issuer may retain separate legal counsel and participate in its own defense at your sole cost and expense.

(d) Survival. Your indemnification obligations under this Section shall survive any termination or expiration of these Authorized User Terms indefinitely.

13. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Authorized User Terms, the SeatGeek Card, or the Card Services, including without limitation any claims against Issuer, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The arbitration shall be conducted in English and shall take place in New York, New York, or another mutually agreed location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

YOU AND ISSUER EACH AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION AGAINST SEATGEEK OR ISSUER. YOU ALSO WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THESE AUTHORIZED USER TERMS OR YOUR USE OF THE SEATGEEK CARD.

Notwithstanding the foregoing, Issuer may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. Governing Law

These Authorized User Terms shall be governed by and construed in accordance with the laws of New York without regard to conflict-of-law provisions. To the extent any dispute is not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts. Issuer may, in its sole discretion, elect to bring any action or proceeding in any other court of competent jurisdiction.

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