Legal Ticket Agreement

LEGAL TICKET AGREEMENT

This Legal Ticket Agreement ("Agreement") is entered into as of , by and between Ticket Seller Name: , with a principal place of business at (the "Seller"), and Purchaser Name: , with a principal place of business at (the "Buyer").

RECITALS

WHEREAS, Seller is the lawful owner or authorized agent for the distribution of tickets to the event described below and has the right to sell, transfer and assign the tickets; and

WHEREAS, Buyer desires to purchase and Seller agrees to sell certain ticket(s) for the Event under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth their respective rights, obligations, representations and remedies with respect to such tickets.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

"Event": scheduled for , at .

2. SALE, TRANSFER AND DESCRIPTION OF TICKETS

2.1 Sale. Seller agrees to sell and Buyer agrees to purchase the ticket(s) described below, subject to the terms of this Agreement.

3. PAYMENT TERMS

3.1 Payment. Buyer shall pay the Purchase price in full in cleared funds to Seller no later than following execution of this Agreement, unless otherwise agreed in writing by the parties.

3.2 Failure to pay when due shall entitle Seller, at Seller's election, to retain any deposits and to rescind this Agreement or seek specific performance and damages.

4. DELIVERY; RISK OF LOSS

4.1 Delivery Method. Tickets shall be delivered as follows (select applicable): Electronic Physical

4.2 Delivery Details. If electronic, send to email: . If physical, ship to: . Risk of loss and title transfer upon actual delivery to Buyer or Buyer's agent.

5. CANCELLATION, REFUND AND RESCHEDULING

5.1 Cancellation by Buyer. Buyer may not cancel this Agreement except as expressly permitted in writing by Seller. Any permitted cancellation is subject to Seller's fees and reasonable costs.

5.2 Event Cancellation or Rescheduling. If the Event is cancelled by the Event organizer or promoter, Buyer’s remedies are limited to those offered by the Event organizer, and Seller shall have no obligation beyond facilitating any available refunds or exchanges from the organizer.

6. TRANSFER RESTRICTIONS

6.1 Transfer Conditions. Tickets are transferred subject to applicable ticketing terms, venue rules and applicable law. Buyer shall not resell, offer for resale or transfer tickets in violation of any applicable restrictions or the Event organizer's terms.

7. REPRESENTATIONS AND WARRANTIES

7.1 Seller represents and warrants that: (a) Seller is the lawful owner of, or has lawful authority to transfer, the tickets; (b) the tickets are genuine and valid for admission to the Event; and (c) there are no outstanding liens, encumbrances or restrictions that would prevent transfer as contemplated by this Agreement.

7.2 Buyer represents and warrants that Buyer has full authority to enter into this Agreement and will comply with all applicable laws and Event rules.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

8.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7, THE TICKETS ARE PROVIDED "AS IS" AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER FOR THE TICKETS.

9. INDEMNIFICATION

9.1 Buyer shall indemnify, defend and hold harmless Seller and its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Buyer’s breach of this Agreement, resale or misuse of the tickets, or violation of applicable law or Event rules.

10. CONFIDENTIALITY

10.1 Each party shall keep confidential the material non-public terms of this Agreement and any non-public information received from the other party, except to the extent disclosure is required by law, court order or necessary to enforce rights under this Agreement.

11. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the parties at their addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations.

14.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

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