Terms and Conditions

These Terms and Conditions (“Terms”) form a binding legal agreement between you and BlackSeat, based in Houston, Texas (“BlackSeat,” “we,” “us,” or “our”). These Terms govern access to and use of the BlackSeat website, mobile applications, organizer dashboard, ticketing marketplace, communications, products, features, and related services (collectively, the “Services”).

By visiting, accessing, creating an account, listing an event, purchasing, receiving, transferring, selling where permitted, scanning, or using a ticket, or otherwise using the Services, you agree to these Terms and any policies or Supplemental Terms expressly incorporated by reference. If you do not agree, do not use the Services.

If you use the Services for or on behalf of a company, promoter, venue, organization, or other entity, you represent that you have authority to bind that entity. In that case, “you” includes that entity.

Certain features or transactions may be subject to additional terms (“Supplemental Terms”). If Supplemental Terms conflict with these Terms regarding a particular feature or transaction, the Supplemental Terms control for that subject.

BlackSeat provides technology that connects event organizers, promoters, venues, and other event providers (“Organizers”) with attendees and ticket purchasers (“Buyers”). Unless expressly stated otherwise, BlackSeat is not the organizer, promoter, performer, venue, producer, sponsor, or operator of an event.

Organizers are responsible for their events, including the event description, scheduling, venue, staffing, security, safety, accessibility, permits, licensing, capacity, age restrictions, alcohol service, performance, fulfillment, cancellations, postponements, and compliance with applicable law.

The display of an event, ticket, Organizer, venue, performer, sponsor, or other third-party content on BlackSeat does not, by itself, constitute an endorsement, sponsorship, partnership, or affiliation by BlackSeat.

BlackSeat may facilitate listings, ticketing, payments, communications, customer support, fraud controls, ticket delivery, scanning, check-in, refunds, and related services without assuming responsibility for the Organizer’s operation of the event except where applicable law provides otherwise.

You must have legal capacity to enter into a binding agreement to operate an Organizer account or sell paid tickets. Attendee eligibility may be subject to age requirements displayed in the Services and applicable law.

You must provide true, accurate, current, and complete information and keep it updated. You are responsible for errors caused by inaccurate information you provide, including incorrect email addresses, phone numbers, delivery addresses, names, or payment information.

You are responsible for safeguarding your credentials and for activity occurring through your account. You may not sell, transfer, share, or permit unauthorized use of your account. Each account must correspond to a legitimate user or business and may not be used to circumvent purchase limits, verification requirements, platform restrictions, or enforcement measures.

BlackSeat may require identity, age, business, tax, banking, or other verification before enabling certain features, processing transactions, publishing paid events, or releasing payouts.

Organizers are responsible for ensuring event listings are accurate, complete, lawful, and not misleading. Material information should include, as applicable, the event name, date, start time, location, venue, ticket type, seat or section information, ticket price, mandatory fees, age restrictions, accessibility information known to the Organizer, admission requirements, refund policy, and material conditions or limitations.

Special conditions that may affect an attendee’s experience should be disclosed where reasonably known, including obstructed or limited views, standing-room-only areas, age restrictions, restricted access, package limitations, or other material conditions.

Organizers must obtain all rights, permissions, releases, licenses, permits, insurance, and approvals needed to hold and promote an event and to use any names, trademarks, music, photos, video, logos, likenesses, or other content appearing in a listing.

BlackSeat may reject, suspend, unpublish, restrict, or remove an event or Organizer where reasonably necessary to address fraud, safety, payment risk, illegality, infringement, misleading listings, sanctions, prohibited activity, or violations of these Terms.

Event information is provided primarily by Organizers and other third parties. BlackSeat does not guarantee that every event-related detail will remain accurate or unchanged.

Event dates, start times, venues, performers, lineups, formats, lengths, amenities, seating configurations, entry procedures, or other details may change. Organizers are responsible for communicating material event changes.

Where an event changes but remains scheduled to occur, refund rights will be determined by applicable law, the Organizer’s disclosed policy, and any BlackSeat Refund & Event Change Policy. BlackSeat is not responsible for changes made by an Organizer, venue, performer, league, team, producer, governmental authority, or other third party, except to the extent applicable law imposes responsibility on BlackSeat.

A ticket purchase is subject to availability, successful payment, applicable ticket limits, verification, and acceptance of the order. Submission of an order does not guarantee that the transaction will be completed.

By placing an order, you agree to pay the displayed ticket price, applicable fees, taxes, and other disclosed charges. You are responsible for reviewing the event, date, time, venue, ticket type, seat or section, quantity, price, restrictions, and other order details before completing the purchase.

BlackSeat may reject, cancel, reverse, or review an order that reasonably appears fraudulent, duplicated, unauthorized, made in error, generated through prohibited automation, intended to circumvent ticket limits, or otherwise inconsistent with these Terms or applicable law.

An order is not final until it is confirmed through the Services or by the applicable Organizer or Seller, as applicable. Inventory may change rapidly.

BlackSeat does not guarantee that every ticket displayed will remain available until purchase is completed. If inventory becomes unavailable before confirmation, BlackSeat may decline the order or refund any amount already charged.

If BlackSeat later supports third-party resale inventory, resale orders may also be subject to confirmation by the applicable Seller.

BlackSeat or an Organizer may impose limits on the number of tickets a person, account, household, payment method, device, or other purchaser may obtain for an event or offer.

Purchases made across multiple sessions, accounts, devices, email addresses, payment methods, or identities may be aggregated to enforce a limit. Multiple accounts may not be created or used to circumvent ticket limits.

If you exceed or attempt to evade an applicable limit, BlackSeat may cancel some or all affected transactions, invalidate tickets, restrict future purchasing, or take other reasonable enforcement action, subject to applicable law.

You may not use bots, automated purchasing software, scripts, spiders, scrapers, automated browsers, multiple IP addresses, identity-masking tools, or other technology to search for, reserve, hold, purchase, transfer, or otherwise acquire tickets in a manner designed to bypass purchase limits, queues, access controls, anti-bot systems, or other integrity measures.

You may not circumvent or attempt to circumvent technological controls used to protect inventory, enforce limits, prevent fraud, maintain fair access, or preserve platform security.

BlackSeat may cancel transactions, invalidate tickets, restrict accounts, or block access associated with prohibited automation or circumvention.

For primary ticket sales, the Organizer generally sets the ticket price unless BlackSeat expressly states otherwise.

If BlackSeat offers resale functionality, resale prices may be set by Sellers and may be at, above, or below the ticket’s original face value where permitted by law. BlackSeat may display original or face-value information when available but does not guarantee the accuracy of information supplied by third parties unless required by law.

Mandatory charges and fees will be disclosed as required by applicable law before completion of the transaction.

BlackSeat may charge service, platform, processing, delivery, or other disclosed fees. Organizers or third-party providers may also charge disclosed amounts where permitted.

Transactions may be offered in one or more currencies. Currency conversion, bank, card, or international transaction charges imposed by a financial institution or payment provider are outside BlackSeat’s control.

Organizers are responsible for taxes associated with their events and proceeds except where BlackSeat is legally required to calculate, collect, withhold, report, or remit taxes. BlackSeat may request tax information and withhold amounts where legally required.

You must provide a valid payment method accepted by BlackSeat or its payment provider when required for a transaction.

By submitting a payment method and placing an order, you authorize BlackSeat, Stripe, Stripe Connect, or another applicable payment provider to charge the payment method for the total amount shown at checkout, including ticket price, applicable fees, taxes, delivery charges, and other disclosed amounts.

You are responsible for keeping payment information current. BlackSeat may use payment credentials or tokens stored by an approved payment provider to complete transactions you expressly authorize.

Payments may be processed through Stripe, Stripe Connect, or other approved payment providers. Payment services may be governed by the provider’s separate terms and privacy practices.

BlackSeat does not control bank authorization decisions, card-network rules, account holds, foreign-exchange charges, or other actions taken independently by financial institutions or payment providers.

BlackSeat may delay, decline, cancel, or review transactions when reasonably necessary for fraud prevention, sanctions compliance, payment risk, security, technical errors, or legal compliance.

If you believe a BlackSeat transaction is incorrect or unauthorized, contact BlackSeat promptly at support@blackseat.app and, where applicable, follow the dispute procedures of your card issuer or payment provider.

Nothing in these Terms waives non-waivable rights you may have under card-network rules, banking law, or consumer-protection law.

If you initiate a chargeback or payment dispute and the transaction is determined to be valid, BlackSeat or the applicable Organizer may seek recovery of unpaid amounts, chargeback costs, or other sums lawfully owed, including through future account offsets, collection activity, or legal remedies where permitted.

To protect users, Organizers, and BlackSeat, we may request additional identity or transaction verification before processing an order, releasing a ticket, approving an Organizer, or issuing a payout.

Verification may include confirmation of contact information, payment ownership, identity documents, business records, banking details, or other evidence reasonably necessary to prevent fraud, account takeover, money laundering, sanctions violations, or other unlawful activity.

BlackSeat may cancel or delay a transaction when verification cannot be completed or when fraud or security concerns remain unresolved.

Orders placed from outside the country in which an event is held may be subject to additional processing, payment review, currency conversion, taxation, delivery restrictions, or delays imposed by banks, payment providers, governments, venues, or third parties.

BlackSeat is not responsible for foreign-exchange charges, bank holds, card issuer fees, customs charges, or processing delays caused by third parties, except where applicable law provides otherwise.

Users and Organizers are responsible for complying with laws applicable to their cross-border use of the Services.

Unless the Organizer’s disclosed policy, a BlackSeat policy, or applicable law provides otherwise, completed ticket sales may be final and non-refundable.

Refunds, exchanges, credits, cancellations, or returns are not guaranteed merely because a Buyer can no longer attend, changes personal plans, fails to review disclosed ticket conditions, arrives late, is denied entry for failure to comply with venue rules, or otherwise does not use the ticket.

Nothing in this section limits mandatory refund, cancellation, or consumer rights that cannot legally be waived.

If an event is canceled and not rescheduled, refund eligibility will be determined by applicable law, the Organizer’s obligations, and the BlackSeat Refund & Event Change Policy in effect for the transaction.

BlackSeat may issue refunds using funds held for the Organizer and may recover refund amounts, chargebacks, fees, and related amounts from the Organizer where permitted.

Delivery or other amounts already incurred may be non-refundable only to the extent permitted by applicable law and the applicable policy.

If an event is postponed, rescheduled, relocated, or materially changed, tickets may remain valid for the revised event.

Refund eligibility will depend on applicable law, the Organizer’s disclosed policy, and any applicable BlackSeat Refund & Event Change Policy. BlackSeat may establish reasonable request windows for optional refunds where legally permitted.

Changes in supporting performers, opening acts, event length, amenities, start times, seating configurations, or similar details do not automatically create a refund right unless applicable law or the applicable event policy provides otherwise.

Tickets may be delivered through the BlackSeat app, email, QR code, barcode, digital wallet, PDF, third-party app transfer, physical ticket, will call, local pickup, or another disclosed method.

The available delivery method may vary by event, Organizer, venue, ticket type, or underlying ticket issuer. Buyers are responsible for following reasonable delivery instructions and maintaining access to any device, email account, mobile app, or third-party account needed to receive or display the ticket.

If a third-party app is required to access a ticket, use of that app may be subject to the third party’s terms and privacy practices.

Screenshots, copied codes, or printed versions may not function where rotating, dynamic, encrypted, or otherwise protected ticket technology is used.

Refunded, canceled, transferred, duplicated, charged-back, replaced, or previously scanned tickets may be invalidated. Where duplicate copies exist, the first valid scan or the Organizer’s lawful admission policy may determine admission.

You may not reproduce, alter, forge, manipulate, or distribute a ticket code in a fraudulent or unauthorized manner.

If BlackSeat supports physical tickets, certain tickets may be shipped, held for local pickup, or made available at will call. Delivery timing may depend on when the Organizer, venue, team, artist, or underlying ticket issuer releases the ticket.

Estimated delivery dates are not guarantees unless expressly stated. Buyers are responsible for providing a correct delivery address and following pickup or identification requirements.

If physical delivery is unavailable or delayed, BlackSeat or the Organizer may use an alternative lawful delivery method where reasonably appropriate.

If a Buyer is denied entry because a ticket is invalid, counterfeit, canceled without the Buyer’s fault, materially nonconforming, or otherwise unusable for reasons attributable to the ticket or Seller, the Buyer should contact BlackSeat promptly and provide reasonably requested documentation.

BlackSeat may investigate the claim, including by requesting written confirmation from the venue, Organizer, underlying ticket issuer, or other relevant party.

Where BlackSeat determines that the Buyer was denied entry because of an invalid or materially nonconforming ticket and the Buyer was not responsible for the problem, the Buyer may receive the remedy required by applicable law or the applicable BlackSeat policy, which may include a refund.

No refund is required where entry was denied because of the Buyer’s conduct, failure to satisfy disclosed entry requirements, intoxication, prohibited items, age restrictions, identification issues, late arrival, or violation of venue rules, except where applicable law requires otherwise.

Tickets may or may not be transferable depending on the event, Organizer, venue, underlying ticket issuer, technology, or applicable law.

Transferability may be disclosed in the listing, ticket, account, confirmation, or applicable event rules. BlackSeat may limit or disable transfer functionality to prevent fraud, comply with Organizer restrictions, or satisfy legal requirements.

Once a valid transfer is accepted, the original ticket may become invalid.

If BlackSeat offers ticket resale or secondary marketplace functionality, additional Seller and Buyer terms may apply.

Resale may be restricted or prohibited for certain events, jurisdictions, ticket types, or prices. Users may not use BlackSeat to evade anti-scalping laws, resale price caps, transfer restrictions, ticket limits, or other applicable requirements.

Where legally required, BlackSeat may disclose face value or other resale information. A resale listing does not guarantee that a Seller currently possesses the ticket unless BlackSeat expressly states otherwise.

If BlackSeat permits Sellers to fulfill resale orders with substitute or comparable tickets, any substitution must comply with BlackSeat’s then-current resale rules.

A substitute ticket may not materially reduce the Buyer’s seating quality, location, access, amenities, or other material attributes without the Buyer’s consent unless the applicable resale rules expressly permit the substitution.

BlackSeat may determine whether a proposed substitute is comparable or better and may require Buyer consent for material changes. If an acceptable substitute is unavailable, BlackSeat may cancel the transaction and issue the remedy required by applicable law or policy.

If BlackSeat permits speculative resale listings, the listing must clearly comply with BlackSeat’s resale rules and applicable law.

A Seller who cannot deliver the ticket purchased must provide an approved comparable or better replacement or otherwise provide the Buyer with the remedy required by BlackSeat policy and applicable law.

BlackSeat may restrict or prohibit speculative listings by event, jurisdiction, Seller, risk level, or ticket type.

Certain tickets may include special conditions or limitations, including obstructed or limited views, side views, standing-room-only areas, age restrictions, limited amenities, partial access, companion-seat requirements, mobility-access seating rules, or other restrictions.

Where these conditions are clearly disclosed before purchase, they are considered part of the ticket description and ordinarily are not grounds for a refund unless the ticket materially fails to match the disclosed description or applicable law provides otherwise.

Buyers and attendees must comply with lawful venue and Organizer rules concerning security, conduct, identification, age, prohibited items, alcohol, re-entry, bags, health and safety, accessibility procedures, and other conditions of entry.

If a Buyer or attendee is denied entry or removed because of their own violation of venue rules or unlawful conduct, they generally are not entitled to a refund unless applicable law provides otherwise.

To the extent permitted by law, a user is responsible for losses, costs, claims, or expenses caused by that user’s unlawful conduct, damage, or material violation of venue rules.

Live events may involve risks associated with crowds, travel, weather, alcohol, physical activity, performers, venues, equipment, and other circumstances. Organizers and venues control event operations and on-site safety.

Attendees are responsible for complying with lawful safety requirements and evaluating ordinary risks associated with attendance. Nothing in these Terms waives liability or legal rights that cannot lawfully be waived.

BlackSeat aims to make its digital Services accessible and may provide support for accessibility-related platform issues.

Organizers and venues remain responsible for physical event accessibility, accommodations, and related legal obligations. Event-specific accommodation requests may be directed to the applicable Organizer or venue.

Nothing in these Terms limits accessibility rights provided by applicable law.

Events may involve photography, audio recording, livestreaming, or video recording by Organizers, venues, media, sponsors, performers, or attendees.

Organizers are responsible for any legally required notices, releases, permissions, or procedures relating to event recording and use of attendee likenesses.

BlackSeat does not obtain publicity or likeness rights for an Organizer merely by facilitating ticket sales unless a separate, clearly disclosed agreement expressly provides otherwise.

Orders may include parking, merchandise, food and beverage packages, VIP experiences, donations, protection products, or other add-ons.

Additional terms may apply. Unless BlackSeat expressly identifies itself as the provider, fulfillment and refund responsibility for an add-on rests with the applicable Organizer or third-party provider, subject to applicable law.

Regulated insurance, financial, or stored-value products may be governed by separate terms and provided only through appropriately authorized entities.

Organizer payouts are subject to successful collection of purchaser funds, identity and business verification, applicable fees, refunds, disputes, chargebacks, taxes, reserves, and the payout schedule applicable to the Organizer.

Where permitted by law, BlackSeat may delay payouts, establish or adjust reserves, withhold amounts, offset amounts owed to BlackSeat, or require additional verification when reasonably necessary to manage elevated financial, fraud, cancellation, fulfillment, regulatory, or chargeback risk.

BlackSeat may recover amounts an Organizer owes from future payouts or other amounts payable to that Organizer. More detailed payout and reserve terms may appear in a separate Organizer agreement.

To the extent permitted by law and applicable Organizer terms, an Organizer is responsible for chargebacks, payment reversals, refunds, dispute fees, penalties attributable to the Organizer’s conduct, and negative balances arising from the Organizer’s event, failure to perform, or violation of applicable terms.

BlackSeat may offset or recover those amounts and may suspend payouts or selling privileges while material amounts remain unresolved.

Organizers must reasonably cooperate with BlackSeat in providing evidence needed to respond to payment disputes.

You may not use the Services for unlawful, fraudulent, deceptive, threatening, harassing, hateful, infringing, or abusive activity.

You may not impersonate others; falsely state an affiliation; introduce malware; interfere with platform operation; overload infrastructure; bypass security or access controls; manipulate transactions, inventory, queues, reviews, or pricing; scrape protected data; frame or mirror protected BlackSeat content; access non-public systems; launder funds; or use BlackSeat in violation of sanctions, export controls, anti-corruption, anti-money-laundering, privacy, publicity, intellectual-property, or other applicable laws.

You may not attempt indirectly to do anything prohibited directly by these Terms.

You may not access non-public APIs, scrape protected platform data, probe or test BlackSeat security, defeat rate limits, reverse engineer the Services except where a non-waivable legal right permits it, or use automated access except through an interface or written authorization BlackSeat provides for that purpose.

Authorized developer or API access may be governed by separate terms and may be suspended or revoked for misuse.

You retain ownership of content you submit. You grant BlackSeat a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, format, display, distribute, and use that content as reasonably necessary to operate, secure, improve, promote, and provide the Services and applicable event listings.

You represent that you have all rights necessary to submit the content and grant this license.

BlackSeat may remove or restrict content that violates these Terms, infringes rights, creates legal or safety risk, or is otherwise prohibited.

BlackSeat’s software, interfaces, designs, databases, text, graphics, trademarks, logos, branding, platform content, and other proprietary materials are owned by or licensed to BlackSeat and are protected by applicable intellectual-property laws.

Except for rights expressly granted in these Terms, no rights are transferred to you. You may not copy, reproduce, publish, distribute, sell, sublicense, display, modify, frame, mirror, transmit, or create derivative works from BlackSeat proprietary materials except with authorization or where applicable law provides a non-waivable right.

All rights not expressly granted are reserved.

BlackSeat may maintain procedures for reporting copyright, trademark, or other intellectual-property infringement.

Notices should be sent to legal@blackseat.app with sufficient information to identify the protected material, allegedly infringing material, claimant, and legal basis for the request.

Where required by the jurisdictions in which BlackSeat operates, BlackSeat may implement additional notice, counter-notice, repeat-infringer, or designated-agent procedures.

BlackSeat may offer artificial-intelligence-assisted tools to help users create event titles, descriptions, promotional copy, FAQs, summaries, recommendations, support content, or other materials.

AI-generated output may be inaccurate, incomplete, non-unique, or unsuitable. Users remain responsible for reviewing, editing, verifying, and approving output before use and for ensuring that published content is accurate, lawful, non-infringing, and not misleading.

Users must not submit information they do not have the right to use or disclose. BlackSeat may use third-party AI service providers to deliver AI features in accordance with applicable privacy disclosures and contractual safeguards.

BlackSeat may provide links to or integrations with third-party payment providers, ticketing systems, delivery apps, maps, social networks, identity-verification services, analytics services, organizer websites, or other resources.

BlackSeat does not control and is not responsible for the independent content, availability, security, errors, omissions, products, services, information-handling practices, or business practices of third parties, except where applicable law provides otherwise.

Your interactions with third parties may be governed by their own terms and privacy policies.

You consent to receive electronic communications relating to your account, purchases, ticket delivery, event changes, refunds, payouts, security, customer support, and legal notices.

BlackSeat may also send promotional communications where permitted by law. You may opt out of promotional email using the unsubscribe mechanism provided. Transactional or legally required communications may continue even after a marketing opt-out.

Electronic notices and records may satisfy legal writing requirements to the extent permitted by law.

BlackSeat’s separate Privacy Policy explains how personal information is collected, used, disclosed, retained, and protected.

By using the Services, you acknowledge that personal information will be handled as described in the Privacy Policy and applicable law.

Organizers receiving attendee information through BlackSeat must use and protect that information in accordance with applicable law, their own privacy obligations, and applicable BlackSeat Organizer terms.

BlackSeat may suspend, restrict, or terminate access where reasonably necessary because of a material or repeated violation of these Terms, fraud, security risk, nonpayment, negative balances, legal requirements, harm to users or the platform, misuse of tickets, abuse of purchase controls, or discontinuation of a Service.

Where practicable and legally appropriate, BlackSeat may provide notice or an opportunity to cure.

Obligations concerning payments, refunds, chargebacks, intellectual property, indemnification, disputes, and other provisions that by their nature should survive will continue after termination.

BlackSeat may add, modify, edit, suspend, restrict, or discontinue all or part of the Services, temporarily or permanently.

Where required by law or where a material change substantially affects existing paid rights, BlackSeat will provide appropriate notice.

To the maximum extent permitted by law, BlackSeat is not liable solely because a feature or non-paid portion of the Services is modified or discontinued.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

BLACKSEAT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AND LICENSORS DISCLAIM WARRANTIES THAT MAY LAWFULLY BE DISCLAIMED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, AND SECURITY.

BLACKSEAT DOES NOT GUARANTEE THAT AN EVENT WILL OCCUR AS DESCRIBED; THAT AN ORGANIZER, SELLER, VENUE, PERFORMER, OR OTHER THIRD PARTY WILL PERFORM; THAT EVERY LISTING OR USER IS LEGITIMATE; THAT A PARTICULAR TICKET WILL REMAIN AVAILABLE; THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT SERVERS, TRANSMISSIONS, DOWNLOADS, OR COMMUNICATIONS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

BLACKSEAT DOES NOT GUARANTEE AGAINST DELETION, MIS-DELIVERY, FAILURE TO STORE, OR LOSS OF USER COMMUNICATIONS, SETTINGS, CONTENT, OR OTHER DATA.

NOTHING IN THESE TERMS EXCLUDES WARRANTIES, CONSUMER GUARANTEES, OR RIGHTS THAT CANNOT LEGALLY BE EXCLUDED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKSEAT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS, INVESTORS, SERVICE PROVIDERS, BUSINESS PARTNERS, SUBSIDIARIES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, VICARIOUS, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF REPUTATION, LOSS OF USE, OR LOSS OF GOODWILL ARISING FROM OR RELATING TO THE SERVICES, A TRANSACTION, A TICKET, OR AN EVENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKSEAT’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID DIRECTLY TO BLACKSEAT BY THE CLAIMANT DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, BUT DO NOT APPLY WHERE LIABILITY CANNOT LAWFULLY BE LIMITED.

To the maximum extent permitted by law, BlackSeat is not responsible for acts, omissions, representations, injuries, losses, cancellations, changes, or other conduct of Organizers, venues, performers, Sellers, attendees, transportation providers, or other independent third parties.

Any release in these Terms applies only to the extent enforceable under applicable law and does not waive claims or rights that cannot legally be waived.

To the extent permitted by law, Organizers agree to defend, indemnify, and hold harmless BlackSeat and its affiliates, officers, directors, employees, contractors, consultants, investors, agents, service providers, business partners, subsidiaries, and licensors from third-party claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to the Organizer’s event, content, violation of law, breach of these Terms or an Organizer agreement, infringement of third-party rights, taxes for which the Organizer is responsible, event-related injury or property damage attributable to the Organizer, or failure to provide required refunds.

To the extent permitted by law, other users agree to defend, indemnify, and hold harmless the same parties from third-party claims arising from the user’s unlawful misuse of the Services, violation of venue rules causing loss or damage, infringement of third-party rights, or material breach of these Terms.

BlackSeat may assume exclusive control of the defense of a matter subject to indemnification. You agree to cooperate reasonably with the defense and may not settle a claim in a manner that imposes liability, admission, or obligation on BlackSeat without BlackSeat’s prior written consent.

These Terms and disputes arising from them will be governed by the laws of the State of Texas, United States, without regard to conflict-of-law principles, except to the extent mandatory law in a user’s jurisdiction applies and cannot be waived.

Nothing in these Terms prevents a consumer from exercising non-waivable rights or remedies available under applicable law.

To the extent permitted by applicable law, any claim or cause of action arising out of or relating to the Services, a transaction, or these Terms must be commenced within one (1) year after the claim or cause of action accrues, or within the shortest longer period required by applicable law.

This contractual limitation does not apply where applicable law prohibits shortening the statutory limitations period or otherwise makes such a provision unenforceable.

BlackSeat may make the Services available in multiple countries or regions.

Users and Organizers are responsible for complying with laws applicable to their use of the Services and events.

Where local consumer, privacy, ticketing, tax, accessibility, electronic-commerce, resale, payment, or other mandatory laws provide rights or obligations that conflict with these Terms, those mandatory requirements apply to the extent required.

BlackSeat may use market-specific Supplemental Terms where necessary.

To the extent permitted by law, BlackSeat is not responsible for delay or failure caused by circumstances beyond its reasonable control, including severe weather, natural disasters, war, terrorism, civil unrest, epidemics, government orders, labor disruptions, utility failures, widespread internet or telecommunications outages, payment-network failures, cyber incidents affecting third parties, or similar events.

This section does not eliminate refund or consumer rights that continue to apply under applicable law.

BlackSeat may correct obvious typographical, pricing, inventory, display, mapping, seat-location, delivery, or technical errors.

If an error materially affects a completed transaction, BlackSeat may contact the purchaser, correct the transaction, cancel an affected order, substitute an equivalent lawful remedy where applicable, or issue a refund as appropriate and permitted by law.

BlackSeat may temporarily suspend functionality when reasonably necessary to protect users, transactions, security, inventory integrity, or platform operations.

Promotional codes, credits, vouchers, referral benefits, gift products, or similar incentives, if offered, may be subject to additional terms, expiration rules, transfer restrictions, event restrictions, eligibility requirements, or legal limitations.

BlackSeat may cancel or reverse benefits obtained through fraud, abuse, manipulation, duplicate accounts, or violation of applicable promotional terms.

Stored-value or regulated gift products, if introduced, may be governed by separate terms.

If you voluntarily provide ideas, suggestions, comments, or product feedback, you grant BlackSeat and its affiliates a worldwide, unlimited, perpetual, irrevocable, sublicensable, transferable, royalty-free right to use, reproduce, modify, share, commercialize, and incorporate that feedback for any lawful purpose without compensation or obligation to you, provided this does not transfer ownership of separately protected content you submit.

BlackSeat may update these Terms from time to time. The “Last Updated” date identifies the current version.

Material changes will be communicated as required by applicable law, which may include email, in-app, website, or other electronic notice. Changes apply prospectively from their effective date unless applicable law permits otherwise.

Disputes ordinarily will be evaluated under the version of the Terms in effect when the events giving rise to the dispute occurred, unless applicable law or the updated Terms expressly provide otherwise.

Continued use after the effective date of updated Terms constitutes acceptance where legally valid.

If you obtain a BlackSeat application through Apple, Google, or another app store, the app store’s terms may also apply.

The app store is not responsible for events, Organizer performance, or BlackSeat’s independent obligations except as required by its own terms or applicable law.

Device permissions requested by BlackSeat will be associated with disclosed product functions and can generally be managed through device settings.

BlackSeat may require an Organizer or event to maintain commercially reasonable insurance, provide proof of coverage, satisfy enhanced identity or business verification, maintain a reserve, or meet additional financial or safety requirements based on event size, risk, transaction history, refund exposure, venue requirements, or other reasonable factors.

Requiring insurance, verification, or reserves does not make BlackSeat responsible for event operations.

Except where BlackSeat expressly states otherwise in a written agreement, nothing in these Terms creates an agency, partnership, joint venture, employment, fiduciary, franchise, or other similar relationship between BlackSeat and any user, Organizer, Seller, Buyer, venue, performer, or third party.

Except for BlackSeat affiliates, payment providers, service providers, licensors, business partners, or other parties expressly identified in an applicable Supplemental Term as intended beneficiaries, these Terms do not create enforceable rights for third parties.

BlackSeat may identify a specific service provider or business partner as an express third-party beneficiary where appropriate for a particular Service.

You may not assign or transfer these Terms or your rights or obligations under them without BlackSeat’s prior written consent except where applicable law provides otherwise.

BlackSeat may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, financing, sale of assets, corporate restructuring, change of control, or by operation of law.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum lawful extent and the remaining provisions will remain in effect.

BlackSeat’s failure to enforce any provision or exercise any right does not waive that provision or right. A waiver is effective only if made expressly by an authorized representative.

These Terms, together with the Privacy Policy, Refund & Event Change Policy, Organizer / Promoter Agreement where applicable, Supplemental Terms, and other legal notices expressly incorporated by reference, constitute the agreement concerning the subjects they cover.

If a separate agreement expressly governs a specific subject and conflicts with these Terms, the more specific provision controls for that subject, except where applicable law requires otherwise.