Terms of Use

Introduction

Welcome to Seats. We are a new platform created to promote revenue investing through our new contract called Seats.

Users of this website may register to view certain Content that is only available to registered users or they may view Content made available to the general public.

By using this site in any form,  you are agreeing that you, and each person you allow to access this site through your account, will abide by the terms of this Terms of Use (“Agreement”), which is set forth in its entirety below. This Agreement is between you and Seats Inc (“we,” “Seats,” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by Seats Inc (the “Services,” or “Seats,” ). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

The Site is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Site is prohibited. Persons in respect of whom such prohibitions apply must not access the Site.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SEATS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION XI (ARBITRATION) BELOW FOR DETAILS REGARDING ARBITRATION.

  1. USER OBLIGATIONS
    1. To Act Responsibly. You are promising to act responsibly – which means:
      1. You are making the following Promises:
        1. Requirements to Use the Services.
          1. That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in Seats violates provisions of the law to which you are subject, you will cease using the Services and close your account;
          2. That you are at least 16 years old, and that if you are less than 18 years old, your parent or legal guardian has agreed to stand behind any agreement you enter into as a participant on Seats;
          3. That you shall not use a false or deceptive name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
          4. That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
          5. That you shall be solely responsible for maintaining the confidentiality of your password;
          6. That you will update your registration information with the Company as needed so that it remains true, correct and complete; and
          7. That you will conduct yourself in a professional manner in all your interactions with Seats and with any other Seats user.
        2. Requirements related to Content on Seats.
          1. That you will only provide Seats with Content that you have a right to provide to Seats and to allow Seats to display through the Services,
          2. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display, publication or use by Seats.
          3. That you understand that any other Content you find on or through Seats is the sole responsibility of the person who originated such Content;
          4. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Seats will not be responsible or liable for any use of your Content by Seats in accordance with this Agreement;
          5. That you are not relying on Seats to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services;
          6. That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Seats for any such material; and
          7. That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Seats for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.
        3. Requirements related to Investments.
          1. That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state or of any foreign government with jurisdiction over you or any investor);
          2. That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
          3. That you have reviewed and understand the discussion of risks found in the Risk Statement and that you are otherwise aware of the risks of making private company investments
        4. You are promising not to:
          1. Violate the Community Rules of Seats, as defined in Definitions;
          2. Expect Seats to evaluate, confirm or otherwise stand behind any user’s statements or recommend any investment;
          3. Treat any Content, email or other information you receive as a result of your access to the Services as a recommendation or representation of any kind by Seats, an affiliate of Seats or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;
          4. Claim any ownership or other proprietary right in any material, software or other intellectual property displayed on, published by or otherwise available through Seats, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on Seats;
          5. Copy or distribute Content except as specifically allowed in this Agreement;
          6. Use any Content, or other information acquired from Company Persons, Investors or Entrepreneurs, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;
          7. Claim any right to access, view or alter any source code or object code of Seats;
          8. Use Seats to market services, particularly investment advisory services that might cause Seats to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter; or
          9. Market competing services to people you’ve identified through Seats.
  1. Indemnify Seats and Related Parties. You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of Seats.
    1. Indemnity. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any liabilities, losses, damages, costs and expenses (including attorneys’ fees and expert fees) arising from or related to any claim or demand made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, the infringement or misappropriation by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Services by you (including claims related to defamation, invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.
    2. Release. You hereby release any claims you may have against Seats and any Company Person that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with Seats. You are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners.
  1. Confidentiality. By registering with Seats, or otherwise using the Services or viewing content made available through Seats in any way, you may have an opportunity to see Confidential Information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Services via an Internet website, for which one of the principal purposes is to compete with Seats.
  2. Other User Obligations.
    1. You promise to comply with the terms of the license set forth in Section IV (Company Services and License) of this Agreement.
    2. You are licensing to us the right to publish all Content you upload to Seats, including any comments or other forum posts you may offer on the Site in order to provide the Services. Your Content will be viewable by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others.
  1. You acknowledge that Seats is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on Seats, or to feature or otherwise display your Content on any web page.
  2. You acknowledge that you do not rely on the Company to monitor or edit the Services (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Services may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections and claims you might have with respect to viewing such content.
  3. You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advance notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.
  1. COMPANY SERVICES AND LICENSE
    1. License to Use the Service. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of Seats and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Seats name or any of the Seats trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance and the terms of this Agreement, Seats grants to you a non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Services and related software [for your reasonable internal business purposes in accordance with the Agreement and any other guidelines and requirements that we may implement from time-to-time], provided that you:
      1. do not use the license to engage in any commercial activity;
      2. do not modify the Content, except as described below;
  1. make a reasonable effort to update a particular piece of Content to the latest version on Seats; and
  2. make a reasonable attempt to delete Content that has been deleted on Seats.
  1. No Claim to Any Rights in Your Information. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through Seats in connection with our Services (including the Talent Services).
  2. Company Will Display Content and Allow Communications Based on Filters. When you create an account with Seats, and at any time thereafter, you are able to set a variety of filters that are intended to control who can see your information and what information you will be shown. We promise not to intentionally violate those filters, although you must recognize that we cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur.
  1. RESERVATION OF THE COMPANY'S RIGHTS
    1. Right to Control Content. Seats may, but is not required to, monitor or control the Content posted via the Services. Our failure to exercise this right does not give you any right to make a claim against Seats. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.
    2. Right to Discontinue the Services. Seats reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.
    3. Right to Terminate User Access. Seats reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
    4. Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including Content) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Seats, its users and the public.
    5. User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
    6. Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Services may invite you to chat or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to the Company or to/via the Services. Any such material you transmit to the Company or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, is hereby licensed by you to the Company on a nonexclusive, worldwide, royalty-free, perpetual, transferable and fully sublicensable basis. For more information, see our Privacy Policy.
  1. LIMITS ON THE COMPANY'S OBLIGATIONS
    1. Introductions. We are not obligated to introduce you to anyone.
    2. Verifying Due Diligence. We are not responsible for doing diligence on any company or person you meet through Seats or verifying any representations, materials or other information provided by any person or comapany.
    3. Verifying Accredited Investor Status. We are not responsible for verifying that that any Investor is accredited, is a Qualified Purchaser, or otherwise authorized or appropriate to invest in you, or for determining whether any use of Seats constitutes a general solicitation of securities under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
    4. No Recommendations. We do not recommend any business for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by businesses on the Site or in our emails. In particular, we do not act as an investment adviser to any Investor(s) and no part of this Site is intended to constitute investment advice.
    5. Intellectual Property Rights. The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
    6. Business Opportunities. In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
    7. No Endorsement of Content. The Company does not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from Seats and, therefore, the Company specifically disclaims any responsibility with regard thereto.
    8. No Obligation to Display Content. The Company has no obligation to accept, display, review, verify, monitor or maintain any Content submitted by users, user forum posts, commentary, ratings or compliments (“Comments”). We have the right to delete Content or Comments from the Services without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the forgoing rights, the Company reserves the right to treat Content provided by users and Comments as content stored at the direction of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions when violations are brought to the Company’s attention.
    9. Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.

Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section VIII, you may terminate this Agreement at any time by deleting all Content you have provided to Seats and ceasing to use the Services. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of Sectino User Obligations and Section Arbitration and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

  1. DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
    1. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE.
    2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
    3. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
    4. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with Seats. Seats will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that Seats has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Seats or through the Services, will create any warranty not expressly made herein.
    5. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
    6. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.
  1. DISPUTES WITH OTHERS

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

  1. ARBITRATION
    1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to 814 Montgomery St., San Francisco, CA 94133, ATTENTION: LEGAL DEPARTMENT. The Company will send its notice to your address as set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.
    2. Binding Arbitration at Option of Either Party. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration, and not in a class, representative or consolidated action or proceeding.  Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Section IX of this Agreement, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
    3. Restrictions/No Class Actions. You and the Company agree that any claim brought in connection with a Dispute, whether resolved through arbitration or not, will be brought between the Company and you individually, and that you may not assert any such claim against Company as plaintiff or class member in any purported class or representative proceeding.  To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons. If this specific provision is determined to be unenforceable, then the entirety of this Section XI (Arbitration) will be null and void.
    4. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; and (2) any claim for injunctive relief.
    5. Effect of Changes on Arbitration. Notwithstanding the provisions of Section XII.c (Amendments to this Agreement) below, if Company changes any of the terms of this Section XI (Arbitration) after the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement), you may reject any such change by sending us written notice (including by electronic mail to info@seatscapital.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date below or in the date of Company’s email to you notifying you of such change (whichever is earlier. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this Section XI (Arbitration) as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).
  1. violate the personal, privacy, contractual, intellectual property or other rights of any person;
  2. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
  3. violate this Agreement or any local, state, federal or non-U.S. law, rule or regulation;
  1. disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;
  2. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
  3. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
  1. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;
  1. "Content"means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.
  2. "Confidential Information" means, all information acquired by, through or in connection with your use of the Services or the Site that was provided by another person and which is identified as “Confidential” in any manner reasonably designed to identify the character of such information.
  3. "Qualified Purchaser"is defined under Section 2(a)(51) of the Investment Company Act of 1940.
    1. In particular, Qualified Purchasers include:
      1. any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) of the Investment Company Act with that person’s Qualified Purchaser spouse) who owns not less than $ 5,000,000 in “Investments” (as defined below);
      2. any company that is wholly owned directly or indirectly by or for two or more individuals who are related as siblings, spouses (including former spouses) or direct lineal descendents by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons, that owns not less than $ 5,000,000 in Investments;
      3. any trust that is not covered by clause (2) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (1), (2), or (4);
      4. any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in Investments;
      5. any company (regardless of the amount of such company’s Investments) beneficially owned exclusively by Qualified Purchasers or by a company’s “knowledgeable employees” (as defined under Rule 3c-54 of the Investment Company Act);
      6. any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the Investment Company Act, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser;
      7. any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (1) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (2) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan; or
      8. any person (“Transferee”) who acquires interests from a person (“Transferor”) that is (or was) a Qualified Purchaser other than the Company, provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
    2. The term Qualified Purchaser does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 3(c) of the Investment Company Act, would be an investment company (here after in this paragraph referred to as an ‘‘excepted investment company’’), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 3(c)(1)(A), that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as ‘‘pre-amendment beneficial owners’’), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (2) or (3) of subparagraph (i) shall constitute consent for purposes of this subparagraph.

Seats Inc is an entity offering the transmission, routing or providing of connections for digital online communications, between or among points specified by a user of material of the user’s choosing, without modification of the content of the material sent or received, as well as system caching, storage of material residing on a system or network at the direction of a user, and referral or linkage of users to an online location using information location tools, each through the Site located at https://seatscapital.com and any linked pages or applications owned and operated by Seats Inc..

The Services are operated and provided by Seats Inc. If you have questions about this Agreement, please contact us at info@seatscapital.com

Last updated: June 22, 2020