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Seller Services Agreement

I. Introduction.

This Seller Services Agreement (the "Agreement") is made and entered into by and between SH Suites LLC , a Colorado limited liability company (the "Company" or "SuiteHop") and the undersigned Seller. Seller is the holder of certain suite tickets, admissions, and/or licenses and related passes, services and goods (collectively, the "Package"). Seller wishes to use SuiteHop's services to sell the Package to a third party (the "Third Party Purchaser").

By using the Website and Services, Seller agrees to the terms and conditions of this Agreement, and agrees that this Agreement shall govern Seller's use of the Services, including the Website, and any additional or add-on services or goods that SuiteHop may arrange or facilitate in relation to any Package. Seller agrees to be bound by this Agreement as well as SuiteHop's Privacy Policy ( https://www.suitehop.com/privacy-policy;), Terms and Conditions ( https://www.suitehop.com/terms-and-conditions), and all other policies that apply to Seller's use of the Services. SuiteHop incorporates each of these additional agreements and policies in this Agreement by this reference. By using the Services, Seller represents that he/she has read and become familiar with these documents, and agrees that the disclaimers, exclusions, and limitations set forth in this Agreement are reasonable and necessary.

II. Here's how it works.

SuiteHop offers an online suite resale marketplace and facilitates the transaction between Seller and Third Party Purchaser for the purchase of a Package (the "Services"). To use the Services, Seller must post a listing to sell a Package on the SuiteHop Website (the "Website") available at https://www.suitehop.com.

In order to list a Package for sale, Seller must register as a "Listing Partner" by creating a login ID and password. Seller must then provide accurate and relevant information concerning the Package to include, but not limited to, the event name, type of admission or accommodation, and all other additional premiums, services, amenities, and descriptive or qualifying information and restrictions through the "Listing Partner" tab on the Website. Seller shall identify whether the Package includes suite space that is shared (by the seat) or private (entire suite or space). Seller may also further describe the Package location within the venue using the seat assignment tool or identification convention provided or used by the venue at which the event is held.

When a prospective Third Party Purchaser submits an offer to buy the Package (an "Offer"), SuiteHop will notify Seller at the email address provided. Seller must respond to the notification within twenty-four (24) hours, indicating whether Seller accepts or declines the Offer. If Seller accepts the offer, SuiteHop will send confirmation of the transaction to Seller via the email address provided (the "Confirmation"). This Confirmation will include final shipping and/or delivery instructions. If the Package includes physical tickets or passes, Seller shall mail the items to SuiteHop by U.S. Postal Service First Class Mail within forty-eight (48) hours. If the Package includes electronic tickets, passes or other items, Seller shall email those items according to the directions provided in the Confirmation within forty-eight (48) hours. Unless otherwise agreed to between the parties, in no event shall the Package arrive later than seven (7) days prior to the event.

Upon acceptance of the Offer, SuiteHop process the payment with the Third Party Purchaser, and shall approve and facilitate payment to Seller. Payments to Sellers is conducted on an every-other Wednesday schedule.

III. Pricing.

When listing a Package for sale, Seller must set a definite sale price (the "Sale Price") for the Package. Seller agrees to accept any offer from a Third Party Purchaser unless the Package is no longer available for purchase, and Seller can produce proof of either (i) sale of the Package by other means prior to receipt of the Offer by SuiteHop or (ii) notification to SuiteHop of Seller's desire to remove the listing prior to receipt of the offer by SuiteHop. Seller agrees to price each Package in a way that complies with all applicable laws. Seller is solely responsible for ensuring that the accuracy of the description of the Package, to include the Sale Price. Seller agrees to actively monitor the listing of the Package, and to make any changes necessary to maintain the accuracy of the information provided.

IV. Price Sharing.

Upon sale of a Package, SuiteHop shall retain twenty-percent (20%) of the total purchase price as a fee for the use of the Services. Upon receipt of payment from the Third Party Purchaser, SuiteHop will pay Seller pursuant to the account information provided by Seller. Seller is solely responsible for ensuring the accuracy of the account information provided to SuiteHop to facilitate the transfer of funds. Investigation concerning any of Seller's transactions or use of the Services may result in the delay or suspension of payment.

V. Representations and Warranties of Seller.

In listing a Package for sale, Seller represents and warrants that Seller has full power and authority to list and sell each Package listed for sale. Seller further represents and warrants that each Package is free and clear of all liens, claims and encumbrances of any kind. Seller must disclose whether Seller has physical possession of the items included in the Package. Upon request, Seller shall provide proof that Seller has the legal right to offer the Package for sale and failure to provide such verification may result in loss of the right to use the Services.

VI. Listing Removal.

a. By SuiteHop. Following the completion of a transaction, SuiteHop will remove the listing from the Website. SuiteHop also reserves the right to remove any listing when, in its sole discretion, it determines there is insufficient time remaining prior to the event to facilitate the transaction and delivery of the Package to a Third party Purchaser.

b. By Seller. Seller reserves the right, at Seller's sole discretion, to remove a Package at any time for any reason provided such removal occurs prior to SuiteHop receiving an Offer to purchase that Package from a Third Party Purchaser. Failure to promptly remove a Package from the Website may result in an Offer by a Third Party Purchaser of the Package that is no longer available for purchase. A fee of $100.00 may be assessed against Seller for failure to promptly remove a listing that is no longer available for purchase.

VII. Transaction Acceptance.

So long as a Package is actively listed on the Website, Seller agrees to accept an Offer from a Third Party Purchaser unless, prior to receiving notice of an Offer (i) the Package is no longer available for purchase and (ii) Seller can provide proof that the Package was sold immediately prior to receipt of the Offer. If Seller declines an Offer, Seller will promptly provide proof to SuiteHop that the Package was sold immediately prior to receipt of the Offer. Failure to provide such proof constitutes a breach of Seller's obligation to accept an Offer, and SuiteHop may suspend or revoke Seller's ability to submit further Packages for sale on the Website. Seller agrees to reimburse SuiteHop for any costs or expenses incurred by reason of Seller failing to fulfill his her or its obligations under this Agreement.

VIII. Seller's Obligations to Third Party Purchasers.

Seller agrees that the Package provided to the Third Party Purchaser shall match the Package identified in the listing for on the Website. In the event that Seller fails to fulfill this obligation for any reason, SuiteHop may withhold payment to Seller, or charge Seller using the credit/debit card or PayPal account provided by Seller to recover any and all costs incurred by reason of the failure, including, but not limited to, administrative, shipping, rerouting, replacement, and customer retention and satisfaction costs, as well as and the fee that SuiteHop would have earned for the sale, had it been completed.

IX. Relationship Between Parties.

SuiteHop offers Services to Seller only as a facilitator of transactions between Seller and Third Party Purchasers. SuiteHop may, in its sole discretion, refuse to accept, display, or continue to display on the Website any listing for sale of any Package. Seller acknowledges that SuiteHop is not the agent, representative, or employer of Seller, the Third Party Purchaser, or any event, service, or goods provider. SELLER AGREES THAT SUITEHOP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY OF ANY KIND ABOUT THE QUALITY OF ANY EVENT, PERFORMANCE, SERVICE, OR GOOD PROVIDED BY OR THROUGH ANY THIRD PARTY EVENT, SERVICE, OR GOOD PROVIDER. Seller agrees that, except as specifically stated in this Agreement, SuiteHop is not responsible for any act, omission, failure, breach, or deficiency of or by any Third Party Purchaser or any third party event, service, or good provider.

Unless specifically stated in this Agreement, SuiteHop is not affiliated with any event producer, organizer, or promoter and does not claim that it is endorsed, approved, or sponsored by or otherwise affiliated with any event or any event producer, organizer, promoter, or participant. SuiteHop refer to events only for the purposes of identifying the event.

X. Property Damage.

SuiteHop agrees to reimburse Seller for any damages up to $10,000 (to include property damage, attorneys' fees and/or other costs to the event venue or facility for which Seller is liable) due to the acts or omissions of the Third Party Purchaser, unless such damage is wholly or partially the result of Seller's acts or omissions, or the acts or omissions of any party not affiliated with the Third Party Purchaser. Seller agrees to participate in and cooperate fully with SuiteHop in completion of an incident reporting, investigation, and any litigation or debt recovery commenced for recoupment of any damages as a condition to receipt of any payment under this section.

XI. Third Party Purchaser Information.

Information, to include contact information and identification of a Third Party Purchaser shall be provided to Seller only as needed to facilitate the transaction. Seller agrees not to use this information or to contact the Third Party Purchaser for any purpose other than completing the transaction. Seller agrees to refrain from contacting, shipping or delivering anything to the Third Party Purchaser except for the Package and information necessary to or material to Third Party Purchaser's use of the Package. Seller agrees to refrain from any solicitation or invitation of any kind for any Third Party Purchaser to visit or use the services of any provider of services similar to those provided by SuiteHop

XII. Errors.

Seller agrees not to hold SuiteHop responsible for any typographical or other errors on the Website, whether as a result of human, mechanical, communications, electronic, or other act, omission, function, or process. Seller agrees that SuiteHop will not be responsible for any failure to sell any Package for any reason including, but not limited to, errors, omissions, or failures in, with, or of the Website.

XIII. Postponed and Cancelled Events.

Seller understands that the date, time, or place at which an event occurs is subject to change. Seller agrees that SuiteHop is not responsible for any such change. Seller further agrees that SuiteHop is not responsible for any condition existing or occurring at an event, including the actions of others attending the event and seating arrangements. Seller agrees undertake commercially reasonably efforts to assist SuiteHop and any Third Party Purchaser to obtain duplicate or replacement credentials or passes that a third party event, service, or good provider may issue to replace a Package sold or required to allow the Third Party Purchaser to gain entry or admission to a postponed or rescheduled event. In the event that Seller is not able, despite commercially reasonable efforts, to obtain a required duplicate or replacement credential or pass, or upon cancellation of the event, Seller agrees to fully refund SuiteHop any and all payment received for the sale of the Package to allow SuiteHop to fully refund the Purchase Price to the Third Party Purchaser. Seller agrees that SuiteHop may recover the full amount paid to Seller through the credit/debit card or PayPal account provided by Seller. Seller also agrees that, in the event Seller fails to promptly reimburse SuiteHop for the full amount paid to Seller, Seller shall incur interest upon any unpaid balance at a rate of [x%] per month until such payment is received in full.

XIV. Taxes.

Seller agrees to timely report and pay all taxes. Seller further agrees that SuiteHop is not responsible for collecting, reporting, or paying any tax in connection with the sale or transfer of any Package or the payment of any sum to Seller.

XV. Update and Effective Dates.

This Seller Services Agreement was updated on March 1, 2018 and is effective as of such date. SuiteHop reserves the right, at its sole discretion, to change, modify, add, or remove any portions of this Agreement at any time Seller is solely responsible for checking the terms of this Agreement periodically for changes. Seller's use of the Services signifies Seller's acceptance of this Agreement.

© SH Suites, LLC 2018. All Rights Reserved.