Terms of Use

Introduction and Acceptance of Terms

These Terms of Use (“Terms” or “Agreement”) form a legally binding contract between you (“you,” “your,” or “User”) and SeatUpgrader Inc., a corporation existing under the Canada Business Corporations Act with its registered office at 3 Mitchell Avenue, Toronto, Ontario, M6J 1C1, Canada (“SeatUpgrader,” “SUP,” “we,” “us,” or “our”). These Terms govern your access to and use of SeatUpgrader’s website located at seatupgrader.com, SeatUpgrader’s mobile applications (the “Application”), and all related software, features, content, notifications, and services made available by SeatUpgrader (collectively, the “Digital Assets”), including the real-time premium seat upgrade marketplace operated in partnership with professional sports teams, leagues, venues, and event operators (each, a “Venue Partner” and, together with SeatUpgrader, the applicable Services).

SeatUpgrader’s platform enables Venue Partners to release unsold or underutilized premium seating inventory that they own or control, and enables fans already holding a valid ticket to an event (“Fans” or “Users”) to purchase a real-time, pre-entry or in-venue upgrade to such inventory (each, an “Upgrade” or “Upgrade Transaction”). SeatUpgrader does not operate a peer-to-peer ticket resale, transfer, or speculative ticketing marketplace between individual Users. All Upgrade inventory made available through the Digital Assets is inventory that a Venue Partner has authorized for release; SeatUpgrader acts as the Venue Partner’s technology and payments intermediary for that purpose.

By creating an Account, downloading or using the Application, accessing or browsing the website, connecting a third-party ticketing account, or completing an Upgrade Transaction, you: (a) acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, including the Privacy Policy incorporated by reference; (b) represent that you are of legal age and have the legal capacity to form a binding contract in your jurisdiction of residence, or that you have obtained the consent of a parent or legal guardian as required under Section 24 (Minors and Age Requirements); and (c) if acting on behalf of an entity, represent that you have the authority to bind that entity to these Terms.

IF YOU DO NOT AGREE TO EVERY PROVISION OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE DIGITAL ASSETS OR ANY SERVICES.

Certain Services may be subject to additional or supplemental terms (“Additional Terms”), including Venue Partner event-specific rules, promotional or loyalty program terms, and terms presented at the point of a specific transaction. Additional Terms are incorporated into these Terms by reference for the applicable Service; in the event of a conflict, the Additional Terms govern solely with respect to that Service.

1.1 Right to Modify. SeatUpgrader may amend these Terms at any time, in its discretion, by posting the revised Terms on the Digital Assets and updating the “Last Updated” date. Except where a longer notice period is required by mandatory law in your jurisdiction (see Section 22, Regional and Jurisdiction-Specific Addenda), material changes will take effect no earlier than thirty (30) days after posting, or immediately for changes required to comply with law, address security, or reflect new features that do not diminish your rights. Your continued use of the Digital Assets after the effective date constitutes acceptance. If you do not agree to a change, your sole remedy is to stop using the Digital Assets and close your Account.

1.2 Order of Precedence. In the event of a conflict between the body of these Terms and a Regional Addendum in Section 22 that applies to you based on your place of residence, the applicable Regional Addendum controls solely to the extent necessary to comply with mandatory law in that jurisdiction.

Definitions

Capitalized terms used in these Terms have the meanings given below, or as otherwise defined elsewhere in these Terms:

Eligibility and Account Registration

3.1 Eligibility. You must be at least the age of majority in your province, state, or country of residence to create an Account and enter into an Upgrade Transaction in your own right. Users between the age of thirteen (13) and the age of majority may use the Application only with the involvement and consent of a parent or legal guardian who accepts these Terms on the minor’s behalf and who is responsible for all activity and charges on the Account. The Digital Assets are not directed to, and SeatUpgrader does not knowingly permit account creation by, children under the age of thirteen (13); see Section 24.

3.2 Registration Data. You agree to provide true, accurate, current, and complete information when creating an Account and to promptly update that information to keep it accurate. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must notify SeatUpgrader immediately at support@seatupgrader.com of any unauthorized use of your Account or any other breach of security.

3.3 Third-Party Sign-In and Ticketing Account Linking. You may register or sign in using a third-party social network service, and you may connect your Account to a Third-Party Ticketing Platform in order to import your ticket holdings and confirm eligibility for Upgrades. By connecting a third-party account, you represent that you have the right to disclose the applicable credentials or authorization tokens to SeatUpgrader, and you authorize SeatUpgrader to access the minimum information from that third-party account reasonably necessary to provide the Services, as described in the Privacy Policy. Your relationship with the applicable third party remains governed by your agreement with that third party, and SeatUpgrader is not responsible for the acts or omissions of that third party.

3.4 One Account Per Person. You may not maintain more than one Account, register an Account on behalf of anyone other than yourself (except an authorized minor as described in Section 3.1), or create an Account using false or another person’s identity. Violation of this Section may result in suspension or termination of your Account and, at SeatUpgrader’s discretion, forfeiture of unredeemed Credits.

3.5 Account Security and Device Requirements. You are responsible, at your own expense, for obtaining and maintaining the mobile device, software, and network connectivity necessary to access the Digital Assets, and for all related data, carrier, and connectivity charges. SeatUpgrader is not liable for your inability to access the Digital Assets due to incompatible or malfunctioning equipment.

Description of the Services

4.1 Nature of the Platform. SeatUpgrader operates a technology platform that (a) enables Venue Partners to identify and release approved, unsold premium seating inventory in real time before or during an event, and (b) enables eligible Fans already holding a ticket to that event to purchase an Upgrade to such inventory through the Application. SeatUpgrader is not a party to, and does not itself sell, the Fan’s original underlying ticket, and does not operate a secondary marketplace for the resale or transfer of tickets between Users.

4.2 Role of SeatUpgrader. With respect to each Upgrade Transaction, SeatUpgrader acts as the Venue Partner’s disclosed technology and payment-processing agent. Except as otherwise stated in a specific Venue Partner’s Additional Terms, the Venue Partner - not SeatUpgrader - is the seller of record for the upgraded seat, and SeatUpgrader’s role is limited to operating the Dynamic Pricing Engine, presenting the Upgrade offer, processing payment, and effecting delivery of the updated ticket credential.

4.3 No Guarantee of Availability. The availability, pricing, and timing of Upgrade offers are determined by each Venue Partner’s inventory and business rules and by the Dynamic Pricing Engine, and SeatUpgrader makes no representation that any particular Upgrade will be available at any particular time, price, or location within a venue.

4.4 Beta and Experimental Features. SeatUpgrader may from time to time make available features, tools, or Venue Partner integrations on an experimental or “beta” basis. Such features are provided without warranty of any kind and may be modified, limited, or discontinued at any time without liability.

4.5 Service Availability. SeatUpgrader does not guarantee that the Digital Assets will be uninterrupted, timely, secure, or error-free, and access may be temporarily suspended for maintenance, upgrades, or circumstances beyond SeatUpgrader’s reasonable control.

Application License and Intellectual Property

5.1 Limited License. Subject to your compliance with these Terms, SeatUpgrader grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use one copy of the Application on a single mobile device that you own or control, solely for your personal, non-commercial use in accessing the Services.

5.2 Updates. SeatUpgrader may issue updates to the Application, which you may be required to install to continue using the Services, with or without prior notice.

5.3 Ownership. SeatUpgrader and its licensors retain all right, title, and interest in and to the Digital Assets, including all software, text, graphics, logos, trademarks, seat maps, user interfaces, and the Dynamic Pricing Engine, and all associated intellectual property rights (collectively, “SeatUpgrader Properties”). No rights are granted to you except the limited license expressly set out in this Section 5.

5.4 Restrictions. Except as expressly permitted by these Terms or by applicable law that cannot be contractually waived, you shall not: (a) copy, modify, translate, or create derivative works of any SeatUpgrader Property; (b) reverse engineer, decompile, or disassemble any SeatUpgrader Property; (c) rent, lease, sell, sublicense, assign, or otherwise commercially exploit any SeatUpgrader Property; (d) use any automated means (bots, scrapers, crawlers, or data-mining tools) to access, extract, or index data from the Digital Assets; (e) remove or obscure any proprietary notices; (f) use the Digital Assets to build a competing product or service; or (g) frame, mirror, or deep-link to the Digital Assets without SeatUpgrader’s prior written consent.

5.5 Feedback. If you submit ideas, suggestions, or feedback regarding the Services, you grant SeatUpgrader a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without compensation or attribution to you.

5.6 Trademarks. “SeatUpgrader” and associated logos are trademarks of SeatUpgrader Inc. Venue Partner names, team names, league marks, and logos displayed on the Digital Assets are the property of their respective owners and are used under license or with authorization; nothing in these Terms grants you any right to use such marks.

User Conduct and Acceptable Use

In connection with your use of the Digital Assets, you agree that you will not, and will not attempt to:

• Use bots, scripts, ticket bot technology, or other automated means to monitor, reserve, or purchase Upgrades, or to circumvent per-Fan or per-account purchase limits;
• Use multiple accounts, false identities, VPNs, or other means intended to conceal your identity or location in order to obtain Upgrades to which you are not entitled;
• Interfere with, disable, or attempt to bypass any security feature, access control, rate limit, or queue integrity mechanism of the Digital Assets;
• Intercept, monitor, or reverse engineer any proprietary communications protocol used by the Digital Assets, including through packet sniffing or network analysis tools;
• Upload or transmit viruses, malware, or other harmful code, or use spyware, web bugs, or similar passive collection mechanisms not authorized by SeatUpgrader;
• Impersonate any person or entity, including SeatUpgrader personnel or a Venue Partner;
• Harass, threaten, stalk, or endanger any other User, Venue Partner staff, or venue personnel;
• Resell, transfer, or advertise for resale any Upgrade obtained through the Digital Assets, except through mechanisms SeatUpgrader expressly authorizes;
• Use the Digital Assets to collect or harvest personal information about other Users without consent;
• Violate any applicable law, regulation, venue code of conduct, or the terms of the underlying ticket to which the Upgrade relates; or
• Encourage or assist any third party in doing any of the foregoing.

6.1 Enforcement. SeatUpgrader may investigate suspected violations of this Section 6 and may, in its discretion and without liability, remove content, cancel pending Upgrade Transactions, suspend or terminate Accounts, and report suspected unlawful conduct to law enforcement, in each case as further described in Section 17 (Remedies).

Upgrade Transactions

7.1 How Upgrades Work. Eligible Fans holding a valid ticket for an event may receive, and may browse for, Upgrade offers through the Application. Prices for Upgrades are set by the Dynamic Pricing Engine using factors that may include, without limitation, elapsed time before or during the event, remaining premium inventory, historical and real-time demand, opponent or performer characteristics, weather conditions, and the Fan’s loyalty or engagement tier with the applicable Venue Partner, as further described in Section 14 (Automated Decision-Making and Profiling).

7.2 Binding Nature of Purchase. By tapping to purchase, you enter into a binding transaction to acquire the displayed Upgrade at the displayed price plus applicable Service Fees and taxes. Upgrade offers may be time-limited (for example, valid for a stated number of minutes) and may expire or become unavailable if not accepted within the stated window, without liability to SeatUpgrader.

7.3 All Sales Final. Except as required by Section 7.4 (Event Cancellations, Postponements, and Material Changes) or by mandatory consumer protection law applicable in your jurisdiction (see Section 22), all Upgrade purchases are final. Once an Upgrade Transaction is completed, it cannot be cancelled, modified, downgraded, or refunded, including for buyer’s remorse, mistaken purchase, or failure to attend.

7.4 Event Cancellations, Postponements, and Material Changes. If an event is cancelled and not rescheduled, SeatUpgrader will coordinate with the applicable Venue Partner to provide affected Fans a refund of the Upgrade price (or, where permitted by law and disclosed at the time of purchase, a credit) in accordance with the Venue Partner’s cancellation policy and Applicable Law. If an event is postponed, refunds or credits for the Upgrade will generally not be issued unless the event is ultimately cancelled, except where required by Applicable Law. SeatUpgrader is not responsible for, and will not issue refunds or credits in connection with, other event changes such as lineup changes, delays, partial performances, or venue substitutions, except as required by Applicable Law.

7.5 Original Seat Retained on Cancellation of Upgrade by SeatUpgrader. If SeatUpgrader or a Venue Partner cancels an Upgrade Transaction under Section 17 (for example, due to suspected fraud, a pricing error, or a breach of these Terms), you will be restored to your original, previously held seat location to the extent reasonably practicable, and any amount paid for the cancelled Upgrade will be refunded to your original payment method.

7.6 No Speculative Offers. SeatUpgrader does not permit, and Venue Partners are contractually required not to offer, Upgrade inventory that the Venue Partner does not actually control and have the right to release at the time the offer is presented.

Fees, Payment, and Taxes

8.1 Service Fees. SeatUpgrader may charge a service fee in addition to the Venue Partner’s Upgrade price, which will be disclosed prior to purchase. SeatUpgrader reserves the right to change its fee structure prospectively at any time.

8.2 Payment Methods. Upgrade Transactions are processed through supported payment methods, including Apple Pay and Google Pay, and applicable stored credit or debit card credentials. By providing payment information, you authorize SeatUpgrader and its payment processors to charge the applicable amount immediately upon purchase, without further notice or confirmation. SeatUpgrader does not store full payment card numbers; payment credentials are tokenized and processed by PCI DSS-compliant third-party payment processors, as described in the Privacy Policy.

8.3 Billing Disputes. If you wish to dispute a charge, you must submit written notice to support@seatupgrader.com within thirty (30) calendar days of the charge (or such longer period as required by Applicable Law in your jurisdiction), including your Account information, the transaction in question, and the nature of the dispute. SeatUpgrader will investigate in good faith and respond in accordance with Applicable Law and applicable payment network rules.

8.4 Taxes. Displayed prices include or exclude applicable taxes as indicated at checkout. Where required, SeatUpgrader collects and remits applicable Canadian federal and provincial sales taxes (including GST/HST/PST), U.S. state and local sales taxes, EU/UK value-added tax, and equivalent consumption taxes in other jurisdictions where SeatUpgrader is legally required to do so. You are responsible for any taxes not collected by SeatUpgrader that are otherwise legally owed on your purchase.

8.5 Credits and Promotional Codes. SeatUpgrader may issue promotional credits (“Credits”) redeemable through the Digital Assets. Unless otherwise stated, Credits expire twelve (12) months after issuance, have no cash value, may not be transferred or resold, and are subject to forfeiture upon Account termination for cause. This Section does not limit any statutory rights you may have regarding pre-paid credit under Applicable Law.

Ticket Delivery, Digital Wallet, and Venue Access

9.1 Delivery of Upgraded Credentials. Upon completion of an Upgrade Transaction, your updated ticket credential will be delivered electronically, typically through Apple Wallet or Google Wallet, and your prior seat credential will be automatically invalidated. You are responsible for ensuring your device is configured to receive and display Wallet passes and for presenting the updated credential for venue entry or re-entry scanning.

9.2 Accuracy of Delivery Information. You are responsible for providing accurate account, device, and contact information necessary for delivery of your Upgrade. SeatUpgrader is not liable for a failed or delayed delivery caused by inaccurate information you provided, a malfunctioning device, or a lack of network connectivity at the venue.

9.3 Venue Rules. Use of an Upgrade remains subject to the applicable venue’s and Venue Partner’s codes of conduct, security screening, and entry policies, which SeatUpgrader does not control. SeatUpgrader is not responsible for a venue’s refusal of entry for reasons unrelated to the validity of the Upgrade credential itself.

Location Data, Push Notifications, and In-Venue Technology

10.1 Location-Based Eligibility. Certain Upgrade offers are made available only to Fans whom SeatUpgrader determines, using device location services, network information, or in-venue beacon or Wi-Fi-based positioning technology, to be present inside or in proximity to the applicable venue. By enabling location services for the Application, you consent to this processing for the purpose of determining Upgrade eligibility and delivering time-sensitive offers, as further described in the Privacy Policy.

10.2 Push Notifications. You may receive push notifications regarding Upgrade offers, transaction confirmations, and service updates. You may disable push notifications at any time through your device settings; however, doing so may prevent you from receiving time-limited Upgrade offers.

10.3 No Guarantee of Signal or Accuracy. SeatUpgrader does not guarantee the accuracy, availability, or timeliness of location-based offers, which may be affected by device settings, network conditions, or venue infrastructure beyond SeatUpgrader’s control.

Third-Party Ticketing Platform Integrations

11.1 Integration Purpose. The Digital Assets integrate with Third-Party Ticketing Platforms, including Ticketmaster, SeatGeek, AXS, and Venue Partner in-house ticketing and customer relationship management systems, in order to verify your held ticket, confirm Upgrade eligibility, and deliver updated credentials.

11.2 No Endorsement or Responsibility for Third-Party Platforms. SeatUpgrader is not responsible for the availability, security, accuracy, or performance of any Third-Party Ticketing Platform. Your use of a Third-Party Ticketing Platform is governed by that platform’s own terms and privacy policy, and SeatUpgrader disclaims all liability arising from that platform’s acts, omissions, or outages, except to the extent caused by SeatUpgrader’s own breach of these Terms.

11.3 Data Sharing with Venue Partners. SeatUpgrader shares relevant Account, ticketing, and transaction data with the Venue Partner associated with your event for purposes including fulfillment, reconciliation, fraud prevention, loyalty program administration, and compliance, as described in the Privacy Policy. Venue Partners are independent controllers or businesses with respect to their own use of such data for their own marketing, loyalty, and operational purposes, subject to their own privacy notices.

Loyalty Programs and Fan Tiers

12.1 Loyalty Tiers. SeatUpgrader and Venue Partners may operate loyalty or engagement tier programs that affect the Upgrade offers, pricing, or priority access you receive. Tier status may be based on factors such as purchase history, attendance frequency, Venue Partner season-ticket or membership status, and engagement with the Application.

12.2 No Vested Right. Loyalty tier status and any associated benefits are offered at the discretion of SeatUpgrader and the applicable Venue Partner, may be modified or discontinued at any time, and do not constitute a property right or entitlement.

Automated Decision-Making, Profiling, and Artificial Intelligence

13.1 Use of Automated Pricing. You acknowledge that the price, timing, and targeting of Upgrade offers presented to you are generated in whole or in part through automated processing performed by the Dynamic Pricing Engine, which may constitute profiling and automated decision-making under Applicable Data Protection Law.

13.2 Your Rights. Where required by Applicable Data Protection Law (including the GDPR, UK GDPR, and LGPD), you have the right to obtain human review of, to express your point of view regarding, and to contest an automated decision that produces legal or similarly significant effects concerning you. Because Upgrade pricing decisions are commercial pricing determinations rather than decisions that deny you access to a good, service, or opportunity you would otherwise be entitled to, SeatUpgrader does not consider ordinary Dynamic Pricing Engine output to produce such effects; however, you may contact privacy@seatupgrader.com to request information about the logic involved or to raise concerns, and SeatUpgrader will respond as required by Applicable Data Protection Law.

13.3 No Discriminatory Inputs. The Dynamic Pricing Engine does not use race, ethnicity, religion, health status, sexual orientation, or other special categories of personal data as pricing inputs.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DIGITAL ASSETS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SeatUpgrader does not warrant that: (a) the Digital Assets will meet your requirements; (b) access will be uninterrupted, timely, secure, or error-free; (c) any Upgrade offer will be available, accurately priced, or delivered without technical failure; or (d) the results obtained from using the Digital Assets will be accurate or reliable. No advice or information obtained from SeatUpgrader, whether oral or written, creates any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of certain implied warranties or limitations on statutory consumer rights, so some of the above exclusions may not apply to you to the extent they conflict with mandatory law in your jurisdiction of residence, including as set out in Section 22.

Limitation of Liability

15.1 Exclusion of Indirect Damages. To the maximum extent permitted by Applicable Law, in no event will SeatUpgrader, its officers, directors, employees, agents, affiliates, or licensors (collectively, the “SeatUpgrader Parties”) be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or relating to the Digital Assets or these Terms, regardless of the theory of liability and even if SeatUpgrader has been advised of the possibility of such damages.

15.2 Liability Cap. To the maximum extent permitted by Applicable Law, the aggregate liability of the SeatUpgrader Parties arising out of or relating to these Terms or the Digital Assets will not exceed the greater of (a) the total amount you paid to SeatUpgrader in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).

15.3 Carve-Outs. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by a SeatUpgrader Party’s negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct, where such limitation is not permitted by Applicable Law; or (d) any other liability that cannot lawfully be limited or excluded in your jurisdiction of residence, including certain statutory consumer-protection liability described in Section 22.

15.4 Basis of the Bargain. You acknowledge that SeatUpgrader has set its fees and entered into these Terms in reliance on the limitations of liability set forth in this Section 15, and that these limitations are a fundamental element of the agreement between the parties.

Indemnification

To the maximum extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless the SeatUpgrader Parties and applicable Venue Partners from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) your access to or use of the Digital Assets; (b) your breach of these Terms; (c) your violation of any Applicable Law; (d) your infringement of any third party’s rights; or (e) any dispute between you and another User or a Venue Partner regarding an Upgrade Transaction. This indemnification obligation does not apply to the extent a claim arises from SeatUpgrader’s own fraud, gross negligence, or willful misconduct, or as otherwise limited by mandatory consumer-protection law applicable to you.

Remedies, Investigations, and Cancellation Rights

17.1 Investigation. SeatUpgrader may investigate suspected violations of these Terms and may cooperate with, and disclose relevant information to, law enforcement or regulators where SeatUpgrader reasonably believes unlawful activity may have occurred, consistent with Applicable Data Protection Law.

17.2 Right to Cancel Transactions. SeatUpgrader or a Venue Partner may cancel a pending or completed Upgrade Transaction and restore your prior seat assignment, without liability, in circumstances including: (a) event cancellation; (b) failure of your payment method; (c) suspected fraudulent or unauthorized use of an Account; (d) breach of these Terms; (e) a pricing or system error; or (f) a legal or regulatory requirement.

17.3 Other Remedies. In addition to cancelling a transaction, SeatUpgrader may suspend or terminate your Account, restrict your ability to obtain future Upgrades, and pursue any other remedy available at law, in each case in circumstances described in Section 17.2.

Release and Force Majeure

18.1 Release. To the extent permitted by Applicable Law, you release the SeatUpgrader Parties from claims, damages, and demands of any kind arising from or related to the advertising, marketing, sale, or use of Upgrades through the Digital Assets, except for claims arising from SeatUpgrader’s own negligence, fraud, or willful misconduct.

18.2 Force Majeure. SeatUpgrader will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, or failures of a Venue Partner or Third-Party Ticketing Platform.

Term, Suspension, and Termination

19.1 Term. These Terms take effect when you first access or use the Digital Assets and remain in effect until terminated as set out in this Section 19.

19.2 Termination by You. You may terminate these Terms at any time by ceasing to use the Digital Assets and, if you wish, requesting deletion of your Account in accordance with the Privacy Policy.

19.3 Termination or Suspension by SeatUpgrader. SeatUpgrader may suspend or terminate your access to the Digital Assets, with or without notice, if you materially breach these Terms, if required by Applicable Law, or if SeatUpgrader reasonably believes such action is necessary to protect the Digital Assets, other Users, or a Venue Partner.

19.4 Effect of Termination. Upon termination, your license to use the Digital Assets ends immediately. Sections that by their nature should survive termination - including Sections 5.3-5.4 (Ownership/Restrictions), 7.3 (All Sales Final), 8 (Fees), 14-18 (Disclaimers, Liability, Indemnification, Remedies, Release), 21 (Dispute Resolution), and 23 (General Provisions) - will survive.

Dispute Resolution; Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW OR AS DESCRIBED IN THE REGIONAL ADDENDA IN SECTION 22, IT REQUIRES YOU AND SEATUPGRADER TO RESOLVE DISPUTES THROUGH BINDING, INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

20.1 Informal Resolution First. Before commencing arbitration or a court proceeding permitted under this Section, you and SeatUpgrader agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Digital Assets (a “Dispute”) informally, by sending written notice to legal@seatupgrader.com (for SeatUpgrader) or to your Account’s registered email address (for you), describing the Dispute and the relief sought, and engaging in good-faith negotiation for sixty (60) days.

20.2 Agreement to Arbitrate. If a Dispute is not resolved informally, and to the extent permitted for you under Section 22 based on your place of residence, you and SeatUpgrader agree that the Dispute will be resolved by final and binding arbitration on an individual basis, administered in Canada under the Canadian Arbitration Association Arbitration Rules (or, for U.S. resident Users, under the rules of the American Arbitration Association as described in Section 22.2), rather than in court, except that either party may bring a qualifying claim in small claims court or seek equitable relief in court to protect intellectual property rights or the security or integrity of the Digital Assets.

20.3 Class Action and Jury Trial Waiver. To the extent permitted by Applicable Law, you and SeatUpgrader each waive the right to a jury trial and agree that any arbitration or permitted court proceeding will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court rather than in arbitration, and the remainder of this Section 20 will remain in effect.

20.4 Opt-Out Right. You may opt out of this arbitration agreement by sending written notice to legal@seatupgrader.com within thirty (30) days of the date you first agreed to these Terms (or to a materially revised arbitration provision), including your name, Account email, and a clear statement that you opt out of arbitration. If you opt out, neither you nor SeatUpgrader will be required to arbitrate, but all other provisions of these Terms, including Section 20.3, remain in effect to the extent permitted by Applicable Law.

20.5 Costs and Confidentiality. Each party will bear its own costs of arbitration except as the arbitrator or Applicable Law otherwise requires. The existence and outcome of the arbitration will be kept confidential, except as necessary to enforce the award or as required by law.

20.6 Time to Assert Claims. Unless a longer period is required by mandatory Applicable Law, any Dispute must be filed within one (1) year after the claim arose, or it will be permanently barred.

20.7 Severability of Arbitration Terms. If any part of this Section 20 is found unenforceable, the remainder will continue in full force and effect, except as provided in Section 20.3.

Governing Law and Venue

21.1 Governing Law. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, except to the extent that mandatory consumer-protection or data-protection law of your place of residence requires the application of local law, as addressed in Section 22.

21.2 Venue. Subject to Section 20 (Dispute Resolution) and Section 22, the parties consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, Canada for any Dispute not subject to arbitration.

Regional and Jurisdiction-Specific Addenda

The provisions in this Section 22 supplement, and where required by mandatory local law supersede, the general provisions of these Terms, solely with respect to Users residing in the applicable jurisdiction. If you reside in a jurisdiction not specifically addressed below, the general provisions of these Terms apply, subject to any mandatory local consumer protection law.

22.1 Canada

(a) Consumer Protection. Nothing in these Terms limits any non-waivable right you have under applicable provincial consumer protection legislation (including, where applicable, the Consumer Protection Act, 2002 (Ontario) and equivalent provincial statutes), including rights relating to internet agreements, cancellation, and disclosure of contract terms.

(b) Privacy. SeatUpgrader processes Personal Information of Canadian residents in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable substantially similar provincial legislation (including Quebec’s Act respecting the protection of personal information in the private sector, as amended by Law 25). See the Privacy Policy for details.

(c) Electronic Marketing. Any commercial electronic messages SeatUpgrader sends to Canadian Users comply with Canada’s Anti-Spam Legislation (CASL), including consent, identification, and unsubscribe requirements.

(d) Accessibility. SeatUpgrader aims to design the Digital Assets consistent with the accessibility standards under the Accessible Canada Act and applicable provincial accessibility legislation (including the Accessibility for Ontarians with Disabilities Act). Accessibility feedback may be sent to accessibility@seatupgrader.com.

(e) Quebec Language Requirements. A French-language version of these Terms and the Application interface is available upon request or as required by applicable Quebec legislation respecting the use of the French language.

22.2 United States

(a) Arbitration Administrator. For Users residing in the United States, arbitration under Section 20 will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, and the Federal Arbitration Act governs the interpretation and enforcement of Section 20, notwithstanding Section 21.1.

(b) State Consumer Protection Laws. Nothing in these Terms limits any non-waivable right or remedy available to you under applicable state consumer protection statutes, including “Lemon laws,” automatic renewal statutes, or unfair or deceptive trade practices statutes.

(c) California Users. Under California Civil Code § 1789.3, California resident Users are entitled to specified consumer rights notices; complaints may be directed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. For privacy rights available to California residents under the CCPA/CPRA, see the Privacy Policy.

(d) Children’s Online Privacy Protection Act (COPPA). The Digital Assets are not directed to children under 13, and SeatUpgrader does not knowingly collect personal information from children under 13 without verifiable parental consent, consistent with COPPA. See Section 24.

(e) State Privacy Statutes. Residents of states with comprehensive privacy statutes (including Virginia, Colorado, Connecticut, Utah, and other states with substantially similar laws in effect from time to time) have the rights described in the Privacy Policy, which are provided consistent with those statutes.

(f) Illinois Biometric Information. SeatUpgrader does not knowingly collect biometric identifiers or biometric information, as defined under the Illinois Biometric Information Privacy Act, through the Digital Assets.

22.3 European Union, European Economic Area, and United Kingdom

(a) Controller Identification. For Users in the EU/EEA and UK, SeatUpgrader Inc. acts as the controller of your Personal Information processed in connection with the Digital Assets, as described in the Privacy Policy, which sets out the legal bases for processing under the General Data Protection Regulation (GDPR) and, where applicable, the UK GDPR.

(b) Statutory Withdrawal Right. Where the EU/UK Consumer Rights Directive right of withdrawal would otherwise apply, you acknowledge that Upgrade Transactions relate to services connected with leisure activities to be performed on a specific date, and that, consistent with Article 16(l) of Directive 2011/83/EU (and equivalent UK legislation), the statutory withdrawal right does not apply once the Upgrade Transaction is confirmed. This does not affect any right you have to a refund under Section 7.4 in the event of cancellation.

(c) Mandatory Consumer Forum and Law. If you are a consumer habitually resident in the EU/EEA or UK, you may bring a Dispute before the competent courts of your place of habitual residence, and you retain the protection of any mandatory consumer-protection provisions of the law of your country of residence, notwithstanding Sections 20 and 21.1. Section 20 (arbitration) applies to EU/EEA and UK consumers only to the extent it does not deprive you of such mandatory protections.

(d) Online Dispute Resolution. The European Commission provides an online dispute resolution platform, available at ec.europa.eu/consumers/odr, which EU consumers may use to resolve certain disputes.

(e) EU/UK Representative. SeatUpgrader has designated a representative for GDPR/UK GDPR purposes as identified in the Privacy Policy, who may be contacted regarding data protection matters.

22.4 Latin America and South America

(a) Brazil. For Users in Brazil, SeatUpgrader processes Personal Information as “controller” or “operator,” as applicable, in accordance with the Lei Geral de Proteção de Dados Pessoais (LGPD, Law No. 13,709/2018), including the legal bases, data subject rights, and international transfer safeguards described in the Privacy Policy. Complaints regarding LGPD compliance may be directed to privacy@seatupgrader.com and, if unresolved, to the Autoridade Nacional de Proteção de Dados (ANPD). Consumer protection rights under Brazil’s Código de Defesa do Consumidor (Consumer Defense Code) are not waived by these Terms, and Brazilian consumers may bring qualifying claims before the courts of their domicile notwithstanding Section 21.2.

(b) Other Latin American Jurisdictions. For Users in other Latin American jurisdictions with applicable data protection or “habeas data” statutes (including Argentina’s Personal Data Protection Law, Mexico’s Federal Law on Protection of Personal Data Held by Private Parties, Colombia’s Statutory Law 1581 of 2012, and Chile’s Law No. 19,628, as amended), SeatUpgrader will honor applicable data subject rights requests submitted to privacy@seatupgrader.com consistent with those statutes, and nothing in these Terms limits any non-waivable consumer or data protection right available to you under such local law.

22.5 General

(a) Conflict Resolution. If a provision of this Section 22 conflicts with another provision of these Terms, this Section 22 governs to the extent required by mandatory law applicable to you based on your place of residence.

(b) Additional Jurisdictions. SeatUpgrader may publish additional regional addenda from time to time as it expands into new markets; such addenda will be incorporated into this Section 22 upon posting.

Minors and Age Requirements

23.1 Minimum Age. The Digital Assets are not directed to, and Account registration is not permitted for, children under the age of thirteen (13). SeatUpgrader does not knowingly collect Personal Information from children under 13; if SeatUpgrader becomes aware that it has done so, it will delete such information promptly, consistent with COPPA and equivalent laws.

23.2 Users 13 to Age of Majority. Users between 13 and the age of majority in their jurisdiction may use the Application only under the supervision of, and with an Account controlled by, a parent or legal guardian who accepts these Terms and is responsible for all Upgrade Transactions.

General Provisions

24.1 Entire Agreement. These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between you and SeatUpgrader regarding the Digital Assets and supersede all prior agreements and understandings, whether written or oral, on that subject.

24.2 Assignment. You may not assign or transfer these Terms or your Account without SeatUpgrader’s prior written consent. SeatUpgrader may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

24.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force and effect.

24.4 No Waiver. SeatUpgrader’s failure to enforce any provision of these Terms is not a waiver of that or any other provision.

24.5 Electronic Communications. You consent to receive communications from SeatUpgrader electronically, including by email and push notification, and agree that such communications satisfy any legal requirement that they be in writing.

24.6 Notice. SeatUpgrader may provide notices to you at the email address associated with your Account. It is your responsibility to keep this information current.

24.7 Export Control and Sanctions. You may not use, export, or re-export the Digital Assets in violation of Canadian, U.S., EU, UK, or other applicable export control or sanctions laws, and you represent that you are not located in, or a national or resident of, any country or on any list subject to comprehensive sanctions under such laws.

24.8 App Store Terms. If you access the Application through the Apple App Store or Google Play, your use is also subject to the applicable app store’s usage terms, and the app store is a third-party beneficiary of these Terms solely with respect to your license to use the Application, as further described in the app store’s own terms.

24.9 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and SeatUpgrader.

24.10 Headings. Section headings are for convenience only and do not affect interpretation of these Terms.

Contact Us

Questions, complaints, or notices regarding these Terms may be directed to:

SeatUpgrader Inc.

3 Mitchell Avenue, Toronto, Ontario, M6J 1C1, Canada

General inquiries: support@seatupgrader.com

Legal notices: legal@seatupgrader.com

Privacy inquiries: privacy@seatupgrader.com

Accessibility feedback: accessibility@seatupgrader.com