Terms of Service

IMPORTANT–READ CAREFULLY

These Terms of use are an agreement between TicketManager, Inc. (“We”, “Us”, or “TicketManager”) and you. Please read them. They apply to the Services you are about to access under a arrangement with Los Angeles Football Club that allows you to benefit from such arrangement (collectively, “LAFC”) and Us.

BY USING THE SERVICES, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE, ACCESS OR REGISTER FOR THE SERVICES.

You agree and acknowledge that your right to access the Services is granted under a separate agreement between TicketManager and LAFC, however these Terms govern the way you use the Services. You agree that the Services are performed using proprietary processes of TicketManager and are protected by intellectual property laws and international property treaties. No license to You is granted by these Terms.

You shall not, and shall not allow any third party to, directly or indirectly: (a) modify, translate, create derivative works of or based on the Services; (b) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code or object code or the underlying ideas, algorithms, structure or organization of the Services or software components of the Services thereof, except to the extent that this provision is expressly prohibited by applicable statutory law; or (c) disseminate performance information or analysis (including, without limitation, benchmarks) from any source, relating to the Services.

You are responsible for the information you provide to TicketManager as part of the Account you create to register for the Services, and hereby grant TicketManager a non-transferable license to your Account information for the limited purposes of providing the Services to You. You are solely responsible for any and all acts and omissions that occur under your Account and You agree not to engage in unacceptable use of the Services, including without limitation, use of the Services for (i) any activity that infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; (ii) violates the privacy, publicity, or other rights of third parties; or (iii) is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by Us in our sole discretion; or is false or inaccurate.

You agree and acknowledge that as part of the provision of the Services, TicketManager will disclose some of your Account information to LAFC including without limitation usage reports, user names and user IDs. TicketManager will also issue from time to time high level reports tracking usage of the Services for TicketManager own analysis and that of LAFC.

During the Term, You grant to TicketManager a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display Your Data (as defined below) solely to the extent necessary to provide the Services to You. TicketManager will exercise commercially reasonable efforts to maintain the security and integrity of the Services and Your Data and will inform You of any third party besides your Employer who requires access to Your Data. Upon termination or expiration of this Agreement for any reason, TicketManager reserves the right to destroy or delete all copies of Your Data, except as required by law. As between TicketManager and You, Your Data is your sole and exclusive property. For the purposes of this Agreement, “Your Data” means information (i) entered as input by You or (ii) produced as output by the Services based on a specific query or execution initiated by You and it includes all data, information, materials and input provided by You to TicketManager in order to manage your ticket management needs. Output from TicketManager to You is part of Your Data and shall be considered your confidential information.

You represent and warrant that you are at least eighteen (18) years of age or the applicable age of majority in Your jurisdiction before registering.

You acknowledge that TicketManager has no obligations or responsibility with respect to any third party offerings in the site and TicketManager makes no representations or warranties with respect to any such third party offerings and that those third party offerings may be subject to their own separate terms and conditions.

This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. TicketManager may terminate this Agreement immediately upon written notice in the event You breach this Agreement. If not terminated, the Agreement shall continue for the length of the agreement between TicketManager and LAFC. TicketManager reserves the right, upon notice to You, in TicketManager’s sole discretion, at any time for any reason, to remove, disable access or suspend your access or use of the Services due to your breach of the usage conditions herein and/or in the event that your Employer fails to pay any amounts required under your Employer’s agreement with TicketManager.

THE SITE, SERVICES AND THE THIRD PARTY OFFERINGS ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE SERVICES AND THE THIRD PARTY OFFERINGS IS AT YOUR SOLE RISK. TICKETMANAGER MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES OR THE THIRD PARTY OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES TICKETMANAGER MAKE ANY WARRANTIES AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES OR OF THE THIRD PARTY OFFERINGS.

UNDER NO CIRCUMSTANCES SHALL TICKETMANAGER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING OR RELATING TO THIS AGREEMENT, OR FROM THE SITE, THE SERVICES OR THE THIRD PARTY DATA, INCLUDING WITHOUT LIMITATION YOUR INABILITY TO USE THE SERVICES, ANY CHANGES OR INACCESSIBILITY TO THE SITE OR SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS OR ANY TRANSMISSION OF DATA, ANY TRANSACTION OR AGREEMENT ENTERED THROUGH THE SERVICES OR USING THE SERVICES AS A BASE, WHETHER OR NOT SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL TICKETMANAGER LIABILITY FOR DIRECT DAMAGES EXCEED ONE HUNDRED DOLLARS (USD100.00). SOME STATES PROHIBIT THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

You agree to indemnify, defend and hold harmless TicketManager from and against any and all losses, liabilities, damages, costs and expenses (including attorney’ fees and other legal costs) incurred or suffered by TicketManager in connection with any claims, actions or proceedings arising out of or relating to (i) your use of the Site, Services or the Third Party Offerings; or (ii) the content of your Account or Your Data.

The laws of the Commonwealth of Virginia shall govern this Agreement. For purposes of all claims brought under this Agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia. In the event that TicketManager prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, TicketManager will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. You may not assign the Services and/or this Agreement without TicketManager’s prior written consent and any attempted or purported assignment by You shall be null and void. The failure by either party to enforce any right or to insist upon strict compliance with the terms and conditions of this Agreement shall not at any time constitute a waiver of such right or any other right, and will not modify the rights and obligations of either party under these terms and conditions or the Agreement. In the event that the parties have entered a separate agreement, governing the provision of Services by TicketManager to You, the terms of that separate agreement shall control. Except as expressly stated herein, the Agreement and these terms and conditions state the entire agreement between You and TicketManager with respect to the subject matter hereof and supersede all prior understandings, both written and oral. This Agreement may not be amended in any material form unless authorized in writing by the parties.

Your Data

During the Term, You grant to TicketManager a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display Your Data (as defined below) as necessary to provide the Services to You. TicketManager will exercise commercially reasonable efforts to maintain the security and integrity of the Services and Your Data and will inform You of any third party not authorized herein who requires access to Your Data. Upon termination or expiration of this Agreement for any reason, TicketManager reserves the right to destroy or delete all copies of Your Data, except as required by law. As between TicketManager and You, Your Data is your sole and exclusive property. For the purposes of this Agreement, “Your Data” means information (i) entered as input by You or (ii) produced as output by the Services based on a specific query or execution initiated by You and it includes all data, information, materials and input provided by You to TicketManager in order to manage your ticket management needs. Output from TicketManager to You is part of Your Data and shall be considered your confidential information.

1. Data Use:

   1. LAFC is the data controller and TicketManager is the data processor.

      LAFC may require your Personal Data to ensure acceptable use of assets in a trackable manner for business purposes and/or internal compliance reporting. Your data may be used to host you at events (either by you requesting tickets or being invited to an event), track RSVP responses and attendance, and fulfill delivery of requests.

   2. Jen-Ban Ho, [email protected], is the TicketManager Data Protection Officer.

   3. TicketManager may share your Name and Email address with the following providers to enable select services:

1. Your rights:

   1. TicketManager will retain data for 7 years. You may reach out to LAFC to coordinate requests for your information or deletion of your data. Data requests by California Residents can only be made twice in a 12-month period. Requests for your personal data can be made by submitting a request at:
      https://app1.spotlighttms.com/help/support  or by calling 877-423-4868.

   2. TicketManager will not discriminate against you for exercising your rights under the California Consumer Protection Act (CCPA).

   3. LAFC will work with TicketManager to ensure proper deletion of data pending there are no limiting factors such as, retaining the data for a period of time in order to comply with internal or external governance. In such case, we will communicate to the DIRECT CUSTOMER the limiting factors but will delete any data not subject to the limitation.

      1. You have the right to lodge a complaint. If you believe that TicketManager is not processing your Personal Data in accordance with the requirements set out herein or applicable data protection laws, you can at any time lodge a complaint with the data protection authority of the country in which you live or with the data protection authority of the country or state.

      2. Personal Data may be required depending on the services LAFC is providing to you. You may choose to not enter personal data, however, LAFC may not be able to admit you to events or approve requests for admissions to an event if this data is missing.

      3. Automated Decision Making: Orders may be automatically approved on a first come, first serve basis (if enabled for the specific set of assets). Orders may also be approved using a lottery feature which randomly approves orders.

TICKET RESALE [draft]

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TICKET RESALE DESCRIPTION AND SPECIFICATION OF SERVICES

Description of Service:

Customer will grant Spotlight will the right to sell Customer’s designated tickets, consistent with the following process.

• Customer will designate tickets for sale within the LAFC / TicketManager portal.
• Tickets designated for sale will be placed into an escrow account to be unavailable for transfer while the tickets available for sale.
• TicketManager will automatically price and distribute Customer’s designated tickets across over 100 resale sites to achieve the best possible market return for the event(s).
• Customer may request that their designated tickets be removed for sale through the portal, and in the case they have not sold will be returned within 2 business hours. (7am-9pm PST, 7 days a week) Customer’s designated tickets may not be returned if the request is within 4 hours of an event.
• Once tickets are sold, Customer’s designated tickets are not returnable.
• Net proceeds from sales of Customer’s designated ticket will be posted to the Customer’s LAFC / Ticketmanager portal.

Payment Options:

You can utilize proceeds from a completed sale for future purchasing needs on your LAFC account or donate the proceeds to the Los Angeles Football Club Foundation. A completed sale is a confirmed purchase for an event which has taken place. Selling proceeds are equal to the net value of the tickets sold (minus Commissions) and is held in your LAFC customer account (“Customer Account”). When you are ready to utilize your proceeds, the portal will contain your current balance which can be applied to tickets, merchandise, or experiences by following the directions in the portfolio. LAFC may at its sole discretion determine the expiration date of any proceeds from the sales of tickets.

Commissions:

TicketManager’s commission for tickets sold is 20% of the gross proceeds to Customer from the sale of such tickets net of returns and refunds provided by Spotlight, and commissions that ticket resale sites charge.  Customer grants Spotlight authority to price the tickets as Spotlight may determine from time to time.  The parties acknowledge that neither party is making any warranty or representation regarding the number of tickets that may be sold pursuant to this Agreement, or the potential revenues or commissions payment from such sales, and that neither party shall have any expectation of any amount payable pursuant to this Agreement.

Tickets:

Customer represents and warrants that it has good and marketable title to all tickets provided to TicketManager for resale pursuant to this Agreement, that the tickets are owned by the Customer, authentic, valid and not subject to any restrictions on transferability.