Client Agreement

Seat Yourself agrees to list Client’s events and shows on its website and provide Client’s customers with the ability to purchase tickets online. Seat Yourself agrees to handle all online credit card charges for tickets and to remit Ticket Sales Proceeds, hereinafter defined, to the Client as agreed upon in Clause 4 (labeled ‘Remittance’) herein.

Client agrees to provide Seat Yourself with all event or show information, including performance dates, times, locations, ticket prices and logo and to notify Seat Yourself of any changes to such information on a timely basis. Client agrees that it will promote and advertise Seat Yourself as its online ticket provider. In all promotional material relating to ticket sales to consumers, the Client will use Seat Yourself’s supplied URL.

Seat Yourself will waive all technical set up fees for the Client’s events for which Seat Yourself provides services.

Client shall confirm that performances have taken place as scheduled. Seat Yourself shall receive and collect proceeds of sales made through its website and shall remit Ticket Sales Proceeds of such sales by bank check or direct deposit to the Client within one business day of receipt of confirmation referred to above. Ticket Sales Proceeds shall mean the face amount of the ticket, less credit card processing fees. In cases where the consumer pays the credit card processing fees at time of purchase, Ticket Sales Proceeds shall mean the face amount of the ticket. Seat Yourself’s per ticket Service Charge to the consumer will be $0.50, payable by the consumer. In cases where the consumer does not pay the Service Charge at time of purchase, the Service Charge will be deducted from the proceeds.

The Client hereby specifically indemnifies and agrees to hold and save Seat Yourself harmless from and against any third party claims, expenses or damages for refunds for tickets heretofore or hereafter sold to a future show or event, should the event or show terminate or cancel prior to the performance for which tickets were sold. Client alone shall bear the ultimate responsibility for the closing or cancellation of the event. Seat Yourself shall have the right to retain any Service Charges imposed on the sale of tickets prior to any such closing or cancellation.

If at any time hereafter, any tax becomes due at the time of, or with respect to, the sale of a ticket, the parties shall agree on the procedures to be followed for the collection and remittance of such tax, and Seat Yourself shall have no other responsibility therefore. In addition to any general indemnification provision herein, the Client shall pay to Seat Yourself, or shall reimburse Seat Yourself and shall hold Seat Yourself harmless for, and with respect to, any and all sales, entertainment or use taxes measured or based on tickets sold, gross revenues collected, or on the value of any materials or services furnished by Seat Yourself pursuant hereto.

Seat Yourself provides no warranty that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free from viruses or other harmful components. Under no circumstances shall Seat Yourself be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from the use of or inability to use the service, or for third parties’ use of the service or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. If the Client is dissatisfied with Seat Yourself service or any of its terms, conditions, rules, policies, guidelines, or practices, the sole and exclusive remedy is to discontinue using the service.

Client will indemnify and hold Seat Yourself harmless from any and all actions, suits, proceedings, judgments, demands, claims, liabilities, losses or expenses whatsoever (including reasonable attorney’s fees) incurred in connection with or arising from the negligent action or inaction of the Client, or resulting from the Client’s failure to adhere to the terms hereof.

In the event a claim is presented by a third party to Seat Yourself against any or all of the Ticket Sales Proceeds being held at the time by Seat Yourself for the account and benefit of the Client, Seat Yourself may, at its sole discretion, withhold remittance to the Client of such Ticket Sales Proceeds until such time as its claim is withdrawn, disposed of or otherwise compromised to the satisfaction of Seat Yourself.

This Agreement may be terminated with 30 days written notice by either party.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York as its applies to a contract made and performed in such state, without giving effect to principles of conflicts of laws.