This user agreement (the "Terms" or the "Agreement") describes the terms and conditions on which goPricer provides a seller ("you") access to the goPricer Service (the "Service"), as described herein. If you have any questions about the Service or this Agreement, please contact goPricer by sending an e-mail to contact@gopricer.com.

1. Acceptance of Terms
   By accessing and/or using the Service, you agree to these Terms. If you do not agree to these Terms you may not access or use the Service, and can proceed no further accessing it. goPricer may amend these Terms at any time, including without limitation amendments to the costs and charges associated with your use of the Service, and any amended Terms will automatically be effective after posted on this web page. Your continued use of the Service after any such amendment(s) will signify your acceptance of any such amended Terms. If you do not agree to such amended Terms, you must discontinue your use of the Service and cancel your registration by sending an email request to contact@gopricer.com. Activation of the Service shall indicate goPricer's acceptance of this Agreement, but does not obligate goPricer to provide access to the Service, which shall be provided instead at the sole discretion of goPricer.
2. Eligibility
   Use of the Service is limited to parties (i) that are already qualified and approved by goPricer; and (ii) that can lawfully enter into and form contracts under applicable law. Without limiting the foregoing, use of the Service is not available to minors under the age of eighteen (18), and use of the Service is not available to parties whose use of it, or of goPricer's other services, has been suspended or terminated. If you are using the Service as an employee, agent, contractor, or representative of a corporation, company, partnership, or similar entity, then you must be authorized to sign for and legally bind such entity in order to be eligible to use the Service. By accepting this Agreement, you represent that (i) you are a qualified and approved by goPricer; (ii) you are eighteen (18) or older; (iii) you have not previously been suspended from use of the Service or from use of goPricer's other services; and if applicable (iv) you are authorized to sign for and legally bind the corporation, company, partnership or other legal entity that will be using the Service.
3. The Service
   
   1. Description of the Service The Service consists of a web-based platform that provides a "pricing tool" through which you can alter the prices of ticket inventory, and related activities. The Service includes native Stub Hub Integration (hereinafter "Included APIs"). At its sole discretion, goPricer may provide rights to access the Service to APIs other than the Included APIs.
   2. Grant of License Subject to these Terms, goPricer grants you, free of charge, a non-transferable, non-sublicensable, non-exclusive, revocable, limited license (the "License") to use the Service solely in accordance with this Agreement. Notwithstanding the foregoing License, the Service is owned by, and shall remain the sole property of, goPricer.
   3. Conditions and Restrictions on the License Before using the Service, you represent and warrant that you have agreed to the API Terms of any and all exchanges with which you broadcast your inventory, including without limitation the Vivid Seats API Terms and the StubHub API Terms.
   4. Right to Refuse Use of the Service goPricer reserves the right to refuse use of the Service to anyone at any time, in its sole and absolute discretion. goPricer reserves the right to discontinue, temporarily or permanently, use of the Service or any portion thereof to anyone at any time, with or without notice. goPricer shall not be liable to you or any third-party for any interruption in or termination of your access to and use of the Service.
   5. Passwords and Security If goPricer has provided you with a username(s) and/or a password(s), you will at all times maintain the confidentiality of such username(s) and/or password(s). If you are a corporation, company, partnership, broker, or other legal entity, you are responsible for all activity and all charges by your employees, agents, contractors, and representatives. If there is a breach of security in or through your account, you must immediately change your password(s) and notify us at contact@gopricer.com. You will be liable for any unauthorized use of the Service that occurs before you notify us of the security breach.
   6. Accurate and Complete Information You will provide to goPricer only true, accurate, current, and complete information, including, as applicable, your credit card number and other financial information, and will update that information to keep it true, accurate, current, and complete. goPricer, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of your provision of inaccurate or incomplete information.
   7. Compliance with Laws You will comply with all applicable laws, statutes, ordinances, and regulations in your use of the Service. Specifically, you acknowledge that the Service, and any accompanying documentation, content, and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Service or any accompanying documentation, content, and/or technical information, directly or indirectly, to any countries that are subject to USA export restrictions.
4. Support and Maintenance In conjunction with the License, and only during the Term of the License, goPricer shall provide limited support and maintenance services to you at no cost, as necessary to ensure the basic functionality of the Service. goPricer reserves its right, at its sole discretion, to discontinue the foregoing support and maintenance services, or to begin charging you for them, at any time.
5. Intellectual Property
   
   1. Ownership of Intellectual Property The Service, and any accompanying documentation, content, and/or technical information (together, the "goPricer Content"), is owned by goPricer and/or its suppliers and is protected by U.S. copyright laws and international treaty provisions. Copying or reproduction of the goPricer Content or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited. Any reproduction or redistribution of the goPricer Content is expressly prohibited by law, and may result in severe civil and criminal penalties.
   2. Prohibition of Reverse Engineering You agree not to reverse engineer, reverse assemble, disassemble, decompile, replicate, compile, duplicate, or otherwise attempt to (i) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Service, including without limitation any such mechanism used to restrict or control the functionality of the Service, or (ii) derive or attempt to reconstruct or discover the source code or the underlying ideas, algorithms, file formats, programming interfaces, structure, or organization from the Service. You agree not to interfere or attempt to interfere with the proper working of the Service. You agree to access the Service only through goPricer's web interface.
   3. Application of Copyright Policy The Service and goPricer Content, whether owned by goPricer or licensed to goPricer from third-party providers, is subject to the Copyright Policy as outlined in Section 6 hereof.
   4. Confidentiality You agree that the Service and the goPricer Content, including without limitation the program logic and structure and business methods and practices, are the confidential and proprietary information of goPricer. You shall not (i) disclose all or any part of such information to any third party without the written consent of goPricer, or (ii) use all or part of such information other than as expressly permitted in this Agreement.
6. Copyright Policy
   
   1. Infringement goPricer respects copyright law and expects the users of our Service to do the same. Unauthorized copying or distribution of copyrighted works is an infringement of the copyright holders' rights. In its sole discretion and with or without notice, goPricer may terminate the accounts of users who infringe upon the copyrights, or other intellectual property rights, of others.
   2. Copyright Holders If you are a copyright holder who believes that the Service is hosting infringing copies of your copyrighted work, please let goPricer know by contacting us at contact@gopricer.com
   3. Notice of Infringement To file a notice of infringement with us, one needs to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The information that you should provide to us includes the following:
      1. an electronic or physical signature of the copyright holder or a person authorized to act on behalf of the copyright holder;
      2. a description of the copyrighted work that is claimed to have been infringed;
      3. the location on goPricer's website of the material that you claim to be infringing;
      4. your address, telephone number, and email address;
      5. a statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g. fair use); and
      6. a statement by you, made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
   4. Representations and Warranties You represent and warrant to goPricer (a) that any content you submit does not violate the rights of any third parties, including, without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, or other proprietary or property right, and does not constitute false advertising, unfair competition, or an invasion of rights of privacy, publicity or personality.
   5. Indemnity You shall indemnify, defend, and hold harmless goPricer, and its directors, employees, affiliates, agents, representative, successors, and assigns, from and against all losses, damages, and expenses, including reasonable attorneys' fees and costs, resulting from any claim, action, or proceeding arising from, resulting from, or relating to (i) a breach of the representations and warranties made by you in Paragraph 6.4 hereof or elsewhere in this Agreement; (ii) any alleged infringement of a third party's intellectual property right(s) by content submitted by you hereunder; or (iii) your use of the Service or goPricer Content in a manner not permitted under the terms of this Agreement.
7. Disclaimer and Limitation of Liability
   
   1. Disclaimer goPricer provides the Service on an "as is" and "as available" basis, and, except as expressly set forth in this Agreement, goPricer disclaims all other warranties, whether written, oral, express, or implied, including without limitation any warranties of title, merchantability, fitness for a particular purpose, and non-infringement. goPricer will not be liable due to delays, interruptions or outages caused by the failure of public network or communications components or errors in any electronic files provided by goPricer. Further, goPricer will not be liable for any mis-mappings or errors in listings, nor will it be liable for information or errors therein provided by Included APIs or other APIs, nor for any other errors or downtime caused by Included APIs or other APIs. goPricer makes no representation or warranty that the operation of goPricer's website will be uninterrupted or error-free, and goPricer will not be liable for the direct or indirect consequences of any interruptions or errors. No advice or information from goPricer, whether oral or written, shall create any warranty not expressly stated in these Terms.
   2. Limitation of Liability Neither goPricer nor its suppliers will be liable for (i) any loss of business, profits, or goodwill, loss of use or data, interruption of business, delays, or outages, or for any indirect, special, incidental, or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this Agreement even if goPricer or its supplier(s) is aware of the possibility of such damages, or (ii) any damages that result in any way from your use or inability to use the Service, or that result from errors, defects, omissions, delays in operation, or transmission, or any other failure of performance of the Service. Your sole and exclusive remedy, and goPricer's entire liability hereunder, at goPricer's sole option, shall be (i) the repair or replacement of the Service, or (ii) payment to you of $100. goPricer's liability, and the liability of its suppliers, to you or any third parties in any circumstance is limited to $100. This limitation applies notwithstanding any failure of essential purpose.
8. General
   
   1. Term Unless terminated earlier pursuant to Section 8.2, the term of this Agreement shall be one (1) year at which time it shall automatically renew for additional periods of one (1) year each unless one Party gives the other Party written notice of its intent not to renew at least thirty (30) days prior to the expiration of the initial term or any renewal term.
   2. Termination at goPricer's Discretion In goPricer's sole discretion, it may immediately issue a warning, temporarily suspend, or terminate your access to and use of the Service, and/or delete any information that you have provided. This Section 8.2 does not limit any other remedies that may be available to goPricer.
   3. Survival Sections 2, 3.1, 3.5, 3.6, 3.7, 3.8, 5.1, 5.2, 5.3, 5.4, 6, 7, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, and 8.14 shall survive any termination or expiration of this Agreement.
   4. Affiliates goPricer is not responsible or liable for any services, including shipping or tracking, offered by partners or third parties, including third-party marketplaces and auction sites. goPricer is not responsible for the content of any third-party websites.
   5. Third Party Agreements You will comply with the terms and conditions of all agreements you have with third parties, including providers of marketplaces and auction sites, as such terms and conditions relate to use of the Service including terms and conditions related to types of items that may be sold or restrictions on concurrent sales.
   6. No Agency You and goPricer are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
   7. Notices Except as explicitly stated otherwise, any notices will be given by emailing contact@gopricer.com. (in the case of goPricer) or by emailing the email address you provide to goPricer during the registration process (in your case), or such other address as you may specify. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to goPricer during the registration process. In such case, notice will be deemed given 3 days after the date of mailing.
   8. Arbitration Any controversy or claim in any way arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in New York County, State of New York, or any other competent jurisdiction specified by goPricer, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or goPricer may seek any interim or preliminary relief from a court of competent jurisdiction in New York County, New York necessary to protect the rights or property of you or goPricer pending the completion of arbitration.
   9. Governing Law New York law will govern this Agreement, without reference to the principles of conflict of laws. Subject to the Arbitration Section, venue for any legal action will be the state courts of New York County, New York, or the federal courts of New York County, New York.
   10. Waivers A party's failure to enforce any provision or part of provision of this Agreement shall not be a waiver of the provision or the right to enforce it at a later time.
   11. Entire Agreement This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree that you are not entering into this Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
   12. Assignment This Agreement and your user names and passwords are not assignable, transferable or sublicensable by you without goPricer's prior written consent, and any such conveyance without goPricer's consent will be null and void.
   13. Attorneys' Fees - The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.
   14. Headings - Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement will control. The use of headings is for convenience and will not affect the interpretation of this Agreement.