Seller Services Agreement
I. Introduction and Definitions.
We are SH Suites LLC, a limited liability company formed in the state of Colorado. We operate a marketplace, including this website (the “ Website”), called “SuiteHop.com.” In this Seller Services Agreement we sometimes call ourselves “ SuiteHop” or “ we ,” and we sometimes refer to you, the seller or user, as “ you ,” “ user ,” or “ Seller.” We call all of the words in these terms and conditions the “ Seller Services Agreement ,” and we use other labels, set forth within parentheses, to refer to the meanings that we assign to those labels in this Seller Services Agreement.
II. Here’s how it works.
We offer an online ticket resale marketplace and facilitate transactions between you and prospective buyers of your event tickets, admissions, or licenses and related passes, services, and goods (collectively called a “ Package”). You post a listing to sell a Package on the Website.
In order to list a Package for sale, you must accurately provide to us all relevant information including, 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. Your listing can identify shared (by the seat) or private (entire suite or space) accommodations. You may describe the Package location within the venue using the seat assignment or identification convention provided or used by the venue at which the event is held.
When a prospective buyer submits an offer to buy the Package, we notify you by email, and you agree to reply to us by email within twenty-four (24) hours whether you accept or decline the offer to buy. If you accept the offer and if the Package consists of or includes physical tickets or other items, you also tell us latest date by which you will ship the Package to us. Normally, we will ask you to ship the Package within two (2) business days after you accept the offer. We will confirm the transaction with you by email that includes final shipping instructions.
You agree to immediately deliver the Package to us, unless we specify otherwise, using the airbill we provide. We typically provide a FedEx airbill, but we can choose another carrier in our sole discretion. If you are authorizing transfer of the Package electronically, we will notify you by email of confirmation of the transaction with transfer directions and you agree to authorize the transfer according to our instructions. You ship the Package or authorize electronic transfer. We approve payment to you and start the payment process, which normally takes place within ten (10) business days after we send you the email confirming the transaction.
We respect your privacy and typically avoid unnecessary contact with you. However, we may sometimes need to contact you to check on an offer to buy, confirm a transaction, or for other reasons. You agree that we may contact you by telephone or email using the telephone or email information you provide to us.
III. Our Agreements.
You must set a definite sale price that, if offered by a prospective buyer, you agree will obligate you to sell the Package. You must list prices in United States Dollars ($). You agree that you are solely responsible to set the price of a Package. You agree to price each Package in a way that complies with the law. You must disclose to us whether you have physical possession of the Package.
You are responsible to ensure that the purchase price that you submit with your listing to sell is accurate. You agree to continually monitor your listing to sell and to maintain its accuracy. We may require you to prove that you own or have the right to sell the Package and that you possess a physical Package prior to accepting your listing for sale or as a condition to maintaining your listing for sale on the Website. By submitting a listing to sell a Package, you represent and warrant to us that your listing to sell and that any sale resulting from your listing to sell does not and will not violate any law.
By submitting a listing for sale, you are making a binding commitment to sell the Package to a buyer for the price and subject to the terms you specify in the listing for sale. Packages may be purchased by buyers who we have pre-qualified. The buyer pays us. We retain our fee from the payment and we disburse the rest of the payment to you. We may delay or suspend payment of any sums we owe you until we complete any investigation concerning your transactions.
V. Listing Removal.
We typically remove a listing to sell a Package when there is insufficient time left before the event for us to facilitate the transaction and deliver the Package to a buyer. In addition, we may remove any listing to sell from the Website at any time and for any reason. You may remove a listing to sell a Package at any time before we have notified you of an offer to buy the Package.
VI. Transaction Acceptance.
You agree that you will accept an offer to buy unless, prior to receiving notice of the offer, you have sold the Package. You agree to provide proof, upon our request, that you sold a Package prior to receiving notice of the offer. You also agree that, in the event that you fail to provide such proof or you breach your agreement to accept the offer to buy, we may suspend or revoke your ability to submit listings for sale on the Website and that you will pay us all costs that we may incur by reason of your failure or breach, including, but not limited to, administrative, shipping, rerouting, replacement, and customer retention and satisfaction costs and the fee that we would have earned by facilitating the transaction. You agree that the minimum amount for which you will be liable in the event of such a failure will be one hundred fifty percent (150 %) of the purchase price.
VII. Your Obligation to the Buyer.
You agree that you will be solely responsible for provide the buyer with a Package that matches the Package identified in your listing for sale and within the time specified in the notice of transaction confirmation. In the event that you fail, and regardless of the reason for your failure, to provide the buyer with the Package that matches the Package identified in your listing for sale, we may withhold your payment or charge your credit or debit card or PayPal account for all costs that we may incur by reason of your failure, including, but not limited to, administrative, shipping, rerouting, replacement, and customer retention and satisfaction costs and the fee that we would have earned but for your failure. You agree that the minimum amount for which you will be liable in the event of such a failure will be one hundred fifty percent (150 %) of the purchase price.
VIII. Power to Sell Packages Without Liens.
You represent and warrant to us that you own or have full power and authority to list and sell each Package that you list for sale. You represent and warrant that you will deliver each Package that you sell free and clear of all liens, claims, and encumbrances.
IX. Our Relationship to You, the Buyer, and Third Parties.
We offer our services to you, as a Package Seller, only as a facilitator of transactions between you and third party buyers of the Package or other services or goods. We may, in our sole discretion, refuse to accept, display, or continue to display on the Website any listing for sale of any Package. You acknowledge that we are not the agents, representatives, of employees of you, the buyer of the Package, or any event, service, or goods provider. YOU AGREE THAT WE MAKE 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. You agree that, except as we specifically state in this Seller Services Agreement, we are not responsible for any act, omission, failure, breach, or deficiency of or by any buyer or any third party event, service, or good provider.
Unless we specifically state otherwise, we are not affiliated with any event producer, organizer, or promoter and do not claim that we are endorsed, approved, or sponsored by or otherwise affiliated with any event or any event producer, organizer, promoter, or participant. We refer to events only for the purposes of identifying the event.
X. Property Damage.
We agree to reimburse you for up to the total amount of $ 10,000 for property damage to the event venue or facility and for which you may be liable or responsible caused by the acts or omissions of the Package user, unless the damage is wholly or partly the result of your acts or omissions or the acts or omissions of third parties not affiliated with the Package user. You agree to participate in and cooperate fully with our incident reporting and investigation process as a condition our obligation to make any reimbursement. Our total liability under this section is limited to $ 10,000, regardless of whether the reimbursement is for property damage, attorneys’ fees, or other sums.
XI. Buyer Contact and Information.
In rare circumstances, we may provide you with a buyer’s name, address, or other information. You agree that we provide this information for the sole purpose of facilitating your transaction and that you will not use any information we may provide for any other purpose. You agree that you will not contact the Package buyer for any reason other than to facilitate or complete the Package transaction. You agree that you will refrain from shipping or delivering to a buyer anything other than the Package and information and material directly related to the Package. You agree to refrain from soliciting or inviting any buyer to visit a website other than the Website.
You agree not to hold us responsible for any typographical or other errors on this Website, whether as a result of human, mechanical, communications, electronic, or other act, omission, function, or process. You agree that we will not be responsible for any failure to sell any Package identified in any listing to sell you may submit for any reason including, but not limited to, errors, omissions, or failures in, with, or of the Website.
XIII. Postponed Events and Changes.
You agree that the date, time, or place at which an event is originally scheduled to commence or take place may change. You agree that we are not responsible for any such change. You also agree that we are not responsible for any condition existing or occurring at an event, including the actions of others attending the event and seating arrangements. You agree that you will assist us to undertake commercially reasonable efforts to help the buyer obtain duplicate or replacement credentials or passes that a third party event, service, or good provider may issue to replace a Package you sold or require to allow the buyer gain entry or admission to the postponed or changed event. In the event that you are not able, despite commercially reasonable efforts, to obtain any required duplicate or replacement credential or pass, you agree that we may, in our sole discretion, cancel the transaction, refund the purchase price to the buyer, and recover from you one hundred fifty percent (150 %) of the purchase price.
XIV. Cancelled Events and Transactions.
In the event that we have paid you for a Package for an event or transaction that is cancelled, you agree that we may recover the full amount we paid you through the credit or debit card or PayPal account by which you received payment. You also agree that, in the event that we are unable, for any reason, to recover the full amount we paid you, you will pay us any such deficiency in the manner and within the time that we may that we request by email or otherwise in writing.
You agree to timely report and pay all taxes. You agree that we are 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 you.
XVI. Limitation of Liability.
EXCEPT AS IS OTHERWISE SPECIFICALLY PROVIDED IN THIS SELLER SERVICES AGREEMENT, WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED OR RELATED IN ANY WAY TO ANY PACKAGE OR TRANSACTION. THE DAMAGES AND LOSSES FOR WHICH WE WILL NOT BE LIABLE INCLUDE DAMAGES FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, AND BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURATE INFORMATION, INCONVENIENCE, DELAY, AND LOSS OF THE USE. WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY EVEN IF WE OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES DESCRIBED HEREIN. THE LIMITATIONS SET FORTH HEREIN APPLY TO AND PROTECT US AND OUR AFFILIATES, EACH OF WHOM SHALL BE DEEMED A BENEFICIARY OR A THIRD PARTY BENEFICIARY FOR PURPOSES OF THIS LIMITATION.
WE WILL NOT BE LIABLE FOR THE DAMAGES DESCRIBED ABOVE REGARDLESS OF WHETHER OUR ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. By setting forth these exclusions and limitations, we do not intend to exclude or limit any liability that we are prohibited by law from limiting or excluding.
IN THE EVENT THAT THE LIMITATION SET FORTH ABOVE DOES NOT APPLY TO THE FULL EXTENT AS IS SET FORTH ABOVE AND EXCEPT AS IS OTHERWISE SPECIFICALLY PROVIDED IN THIS SELLER SERVICES AGREEMENT, OUR TOTAL LIABILITY TO YOU AND TO ANY THIRD PARTY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL SUM YOU WE PAID YOU FOR THE PACKAGE.
You agree to indemnify and defend us and our affiliates, licensors, suppliers, advertisers, and sponsors, and our and their respective employees, consultants, agents, and other representatives (“ Indemnified Parties”) and to hold us and them harmless from and against any claim, demand, liability, damage, loss, cost, attorneys’ fee, and other expense that arises, directly or indirectly, out of or from your breach of this Seller Services Agreement; any allegation that any information that you submit, post, or transmit to, on, or in connection with your use of the Seller Services infringes or otherwise violates any copyright, trademark, trade secret, or other intellectual property or other right of any third party; any federal, state, municipal, county, or other tax obligation or any amount due or owing under any tax law or regulation; or your acts or omissions in connection with your listing to sell or transaction involving any Package or any event, service, or good related thereto.
In the event that you observe, possess, or control events, documents, communications, recordings, things, or material that relates to or may help us investigate, evaluate, prosecute, settle, recover, or collect any claim, demand, liability, damage, loss, cost, attorneys’ fee, and other expense that we may have against any person or entity, you agree to cooperate with us and to provide to us, at our cost and expense, the original or a copy of any such document, communication, recording, thing, or material.
XVIII. Choice of Law and Forum.
This Seller Services Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of law rules. To the extent that any court may have jurisdiction over any dispute, controversy, or claim arising out of or relating to this Seller Services Agreement, your use of or access to the Seller Services, the sale or purchase of any Package or any service or good related to a Package, or otherwise, such dispute, controversy, or claim shall be resolved in, and shall be subject to, the exclusive jurisdiction of the state and federal courts in and for Denver, Colorado. You consent to the exclusive personal jurisdiction and venue of the state and federal courts in and for Denver, Colorado.
XIX. Costs of Dispute Resolution.
In the event that we are required to seek legal remedies, including arbitration, to recover payment or to resolve any dispute between us, you agree that we are entitled to recover all costs associated with our efforts to seek remedy, including but not limited to reasonable attorney’s fees and administrative costs.
XX. Entire Agreement and Severability.
This Seller Services Agreement and the policies and agreements incorporated herein by reference constitute the entire agreement between you and us and supersede any prior or contemporaneous communication or proposal made or received by either of us. If any portion of this Seller Services Agreement is held to be invalid or unenforceable, that portion shall be construed in a manner, consistent with the law, to reflect as nearly as possible the parties’ original intent. All of the remaining parts of this Seller Services Agreement will remain unaltered and in full force and effect.
XXI. Update and Effective Dates.
This Seller Services Agreement was updated on October 13, 2015 and is effective as of October 13, 2015.
© SH Suites, LLC 2015. All Rights Reserved.