User Agreement
As a condition of any use of this website as a Buyer or Seller or otherwise, You agree to the terms of this User Agreement (this “Agreement”).
1. Definitions
1.1 Binding Acceptance: “Binding Acceptance” is defined in Section 3.4.3.
1.2 Buyer: “Buyer” means any person who is seeking to purchase or has purchased a Seat License through the Website. “Buyer” includes You when You seek to purchase or have purchased a Seat License through the Website. “Buyer” means the person purchasing from You when You are acting as a Seller.
1.3 Buyer’s Transfer Fee: The “Buyer’s Transfer Fee” is a transfer fee that Buyer pays to Marketplace, and is currently the greater of (1) ten percent (10%) of the final sales price or (2) $250.00.
1.4 Guarantee: The “Guarantee” means the obligations and guarantees of Marketplace provided in Section 2.2.
1.5 Seller: “Seller” means any person who is seeking to sell or has sold a Seat License through the Website. “Seller” includes You when You seek to sell or have sold a Seat License through the Website. “Seller” means the person selling to You when You are acting as a Buyer.
1.6 Seller’s Transfer Fee: The Seller’s Transfer Fee” is a transfer fee that Seller pays to Marketplace, and is currently the greater of (1) ten percent (10%) of the final sales price or (2) $250.00.
1.7 Transaction Completion: “Transaction Completion” is defined in Section 3.4.9.
1.8 Marketplace: The “Marketplace” means STR Marketplace, LLC d/b/a Texans PSL Marketplace.
1.9 Seat License Source: The “Seat License Source” means Houston NFL Holdings, L.P.
1.10 Seat License: A “Seat License” shall mean the rights held by the owner of a seat license under a Permanent Seat License (PSL) Agreement and/or Club Seat Agreement with the Seat License Source and/or any other agreement or communication from the Seat License Source that describes or governs the rights held by the owner of a seat license with the Seat License Source.
1.11 Website: The “Website” means the website at http://texans.seasonticketrights.com/.
1.12 You: “You” means you, the user of this Website.
2. Marketplace rights, duties, and exclusion of duties
2.1 Your Use of the Website: Upon condition that You comply with this Agreement and all rules on the Website, Marketplace will permit You to list Seat Licenses for sale on the Website and to bid on Seat Licenses listed on the Website. Marketplace may, in its sole discretion, prohibit You or any other person from use of the Website
2.2 The Guarantee: Marketplace guarantees to You the following.
SellerSecure Guarantee: Marketplace guarantees that, after Transaction Completion, Seller will receive from Marketplace the final sales price less the Seller’s Transfer Fee.
BuyerSecure Guarantee: Marketplace guarantees that, if Marketplace receives Buyer’s payment and if Transaction Completion does not occur, then Buyer will receive from Marketplace a refund of Buyer’s payment.
THIS GUARANTEE DOES NOT APPLY TO ANY LOSS OR MODIFICATION OF THE SEAT LICENSE AFTER TRANSACTION COMPLETION OR TO ANY CLAIM OR COMPLAINT THAT BUYER MAY HAVE CONCERNING SALE AND PURCHASE OF THE CURRENT SEASON TICKETS, PARKING PASSES, PLAYOFF TICKETS, AND/OR OTHER EVENT TICKETS RELATING TO THE SEAT LICENSE.
Notwithstanding the foregoing, Marketplace may suspend any payments to You pending any investigation permitted under this Agreement.
2.3 Modification or Deletion of Listings: Marketplace may modify or delete any listing on the Website if:
1. You violate any term of this Agreement or any rule or requirement on the Website;
2. Marketplace cannot verify any information that You provide;
3. Marketplace determines that the listing must be modified or deleted to avoid liability for Marketplace or You or any other person.
2.4 Website Maintenance and Interruption: Marketplace may at any time modify, suspend, or discontinue, temporarily or permanently, the Website or any part of the Website without notice. Marketplace shall not be liable for any modification, suspension or discontinuance of the Website or any services relating to this Agreement. Marketplace does not warrant continuous, uninterrupted or secure access to the Website.
2.5 Reports to Government: Marketplace may report to any governmental agency or authority or to Seat License Source any activity that Marketplace believes may violate any law or regulation.
2.6 No Enforcement Obligation: You have the right to enforce against Buyer or Seller any right that You may have under this Agreement and to enforce against Buyer or Seller any duty under this Agreement that may benefit You. Marketplace and Seat License Source have no obligation to enforce for Your benefit any right or obligation against Seller or Buyer under this Agreement. The foregoing disclaimer shall not be construed as a waiver of enforcement of rights by Marketplace or Seat License Source.
2.7 Assignment and Release of Rights to Interest on Money: You agree that Marketplace may earn or accrue interest on any money held by Marketplace during any transaction under this Agreement, and you assign to Marketplace (and agree to assign) all rights that You may have now or in the future to any earned or accrued interest on any money held by Marketplace during any transaction under this Agreement, and You release any claim that You may have, now or in the future, to any such earned or accrued interest.
3. Your Duties and Conditions of Your Use of the Website
Each of the following is Your duty and is a condition of Your use of the Website.
3.1 Registration, Name and Password: You shall register and provide all required information for registration as a condition to any transaction using the Website. You shall not register under a false name or use any other false information. You assume all obligations for any transaction relating to your registration, user name, or password. You shall protect the security of your user name and password.
3.2 Sales Must be through the Website: So long as You have listed a Seat License on the Website, You shall not sell such Seat Licenses offered on this Website to any person who has contacted you through this Website or to any person identified through information provided by this Website. You shall not complete any transaction begun on the Website without paying to Marketplace the required Buyer’s Transfer Fee or Seller’s Transfer Fee, as the case may be.
3.3 Information: You shall provide accurate and complete information for any transaction using the Website. You shall not provide any information to Marketplace or list any information on the Website that is false, inaccurate, misleading, fraudulent, obscene or defamatory. You shall promptly provide to Marketplace all information required on the Website or by any communication from Marketplace. You shall promptly remove, correct or modify all information when any information becomes incorrect, incomplete, or misleading and Marketplace may remove any such information if it so elects.
3.4 Chronology of a Transaction and Your Obligations:
3.4.1 Listing a Seat License; Seller’s Sale of Exclusive Option to Purchase to Marketplace: If You have registered, then, subject to the discretion of Marketplace, You may list Seat Licenses for sale on the Website. By listing a Seat License for sale, You sell to Marketplace an exclusive, transferable option to purchase the Seat License at no cost (the “Exclusive Option to Purchase”) exercisable only as provided in this Agreement. In consideration of the Exclusive Option to Purchase, Marketplace agrees to permit you to list the Seat License on the Website and agrees either to pay You the amount described in this Section 3.4 at the time provided in this Section 3.4 or to terminate the Exclusive Option to Purchase. You shall not list any Seat License for sale on the Website unless you have full authority to assign the rights in the Seat License (other than the required consent of Seat License Source). Seller may terminate a listing by notice to Marketplace at anytime before Binding Acceptance or after termination of the transaction as provided in Section 3.4.8. Termination of a listing is also termination of the Exclusive Option to Purchase.
3.4.2 Offer to Buy: If You have registered, then, subject to the discretion of Marketplace, You may submit through the Website an offer for a price to purchase the Exclusive Option to Purchase (an “Offer to Buy”). Subject
to the discretion of the marketplace, a buyer may submit an Offer to Buy
on a maximum of three (3) listings at any one time. If any one of a
Buyer’s Offers to Buy reaches Binding Acceptance all of the Buyer’s remaining
Offers to Buy will terminate, unless otherwise determined by the Marketplace. Buyer’s Offer to Buy shall be binding upon Buyer until the offer terminates. An Offer to Buy shall terminate forty-eight (48) hours after Buyer submits the offer or earlier if Buyer provides notice to Marketplace of termination of the Offer to Buy before Binding Acceptance has occurred. Marketplace shall have sole discretion to determine whether a termination of an Offer to Buy has occurred before Binding Acceptance has occurred. If Marketplace determines that Binding Acceptance has occurred before termination of an Offer to Buy, then Buyer shall be bound as provided in the last sentence of Section 3.4.3. Buyer shall provide an Offer to Buy only in the form and manner prescribed by the rules of the Website. Under the process adopted by Marketplace, Seller may not make a price offer. Seller may only suggest a price that Buyer might offer.
3.4.3 BINDING ACCEPTANCE: “BINDING ACCEPTANCE” OCCURS WHEN SELLER PROVIDES TO MARKETPLACE, THROUGH SELLER’S ACCOUNT INTERFACE ON THE WEBSITE, ELECTRONIC NOTICE THAT SELLER ACCEPTS BUYER’S OFFER TO BUY. UPON THE OCCURRENCE OF BINDING ACCEPTANCE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER AND SELLER ARE OBLIGATED TO COMPLETE THE TRANSACTION AND TO USE REASONABLE EFFORTS TO ACHIEVE TRANSACTION COMPLETION.
3.4.4 BINDING AGREEMENT ON TICKET SALE: After Binding Acceptance, Buyer and Seller shall agree on the terms of the ticket sale, including, but not limited to, the sale and purchase of the current season tickets, parking passes, playoff tickets, other event tickets relating to the Seat License, and/or any payments already made or currently due on Seller’s account with Seat License Source. A “Binding Agreement on Ticket Sale” shall exist when Buyer and Seller each provide notice to Marketplace of their agreement to the specific terms. You shall be deemed to have given confirmation to Marketplace regarding the specific terms if:
(1) You provide confirmation to Marketplace by written or electronic notice, or
(2) You fail to respond (within the time required or requested by Marketplace) to a request by Marketplace for confirmation.
Buyer and Seller may only amend this Binding Agreement on Ticket Sale by written confirmation from both Buyer and Seller. Buyer and Seller should notify Marketplace of any amendment to the Binding Agreement on Ticket Sale.
3.4.5 Payments After Binding Acceptance; Marketplace’s Sale of Exclusive Option to Purchase to Buyer: After Binding Acceptance and after receipt of payment instructions from Marketplace, then:
(1) no later than four (4) days after receipt of the payment instructions from Marketplace, Buyer shall confirm to Marketplace Buyer’s receipt of the payment instructions and Buyer’s intent to timely pay all amounts due;
(2) no later than five (5) business days after receipt of the payment instructions from Marketplace, Buyer shall pay to Marketplace the final sales price plus Buyer’s Transfer Fee and any other amounts required by the rules of the Website, and
The Buyer’s Transfer Fee is an amount that Buyer shall pay to Marketplace in addition to the final sales price. Upon Marketplace’s receipt of Buyer’s full payment, Marketplace shall sell the Exclusive Option to Purchase to Buyer.
3.4.6 Cooperation to Effect Transfer; Buyer’s Election to Exercise the Exclusive Option to Purchase: After Marketplace’s receipt of Buyer’s full payment, Marketplace will provide transfer instructions to Buyer and Seller, which may include the contact information for Buyer and Seller. Buyer and Seller each shall cooperate with Marketplace, the other party (Buyer or Seller), and Seat License Source to complete the transfer of the Seat Licenses from Seller to Buyer, including execution and delivery of any necessary documents and participation in telephone calls if requested by Marketplace. After receipt of transfer instructions from Marketplace, then:
(1) no later than ten (10) calendar days after receipt of transfer instructions from Marketplace, Buyer shall execute and deliver to the Seat License Source, the Seller, or Marketplace all documents necessary to begin the transfer of the Seat Licenses by Seat License Source, and
(2) no later than ten (10) calendar days after receipt of transfer instructions from Marketplace, Seller shall execute and deliver to Seat License Source, Buyer, or Marketplace all documents necessary to begin the transfer of the Seat Licenses by Seat License Source.
Buyer’s completion of this Section 3.4.6 shall be evidence of Buyer’s election to exercise the Exclusive Option to Purchase.
3.4.7 Verification of Transfer: Buyer and Seller each shall be responsible for reviewing all materials and information to ensure that all transfer documents are correct and to ensure that Seat License Source has transferred or will transfer the correct Seat Licenses. You acknowledge that Marketplace acts solely as a facilitator for the transaction between You, the other party, and Seat License Source. Buyer and Seller should constantly verify all information relating to the Seat Licenses from the posting of the Seat Licenses for sale until Transaction Completion, including, but not limited to, any description given by Buyer, Seller, or Marketplace regarding the location of the Seat Licenses or any amenities or benefits associated with the Seat Licenses. Verification of the transfer and verification of all information relating to the Seat Licenses is the duty of both Buyer and Seller, and not Marketplace. Buyer and Seller each shall cooperate with Marketplace, the other party (Buyer or Seller), and Seat License Source to complete and to verify the transfer of the Seat Licenses, including execution and delivery of any necessary documents and participation in telephone calls if requested by Marketplace. You shall deliver to Marketplace any requested materials relating to the Seat License transaction and transfer.
Before Transaction Completion has occurred, if Buyer or Seller discovers any issues or errors regarding the Seat Licenses or the transfer of the Seat Licenses (not including issues or errors relating to sale and purchase of the current season tickets, parking passes, playoff tickets and/or other event tickets relating to the Seat License), then:
(1) Buyer and Seller each shall provide notice to Marketplace of the issues or errors; and
(2) Buyer and Seller shall work together in good faith to attempt to correct the issues or errors for a reasonable period of time; and,
(3) If any issue or error is not resolved to the reasonable satisfaction of both Buyer and Seller, then:
i. Buyer or Seller may request that Marketplace exercise its discretion to terminate the transaction pursuant to 3.4.8(3); and,
ii. If the transfer of the Seat Licenses with Seat License Source has occurred, then Buyer or Seller will need to cooperate with Seat License Source to transfer the Seat Licenses from Buyer to Seller; and
iii. Marketplace will determine, in its sole discretion if You should reimburse the other party (Buyer or Seller) for any fees or other amounts that result from the termination of this transaction; and
iv. You are still bound by Section 3.2 and may not complete the transaction with Buyer or Seller outside of the Website without paying to Marketplace the required Buyer’s Transfer Fee (in the case of Buyer) and the required Seller’s Transfer Fee (in the case of Seller).
3.4.8 Termination of a Transaction: A Buyer or Seller may terminate a transaction only as provided in this Section. Upon such termination, Transaction Completion will be deemed as having not occurred, and the Exclusive Option to Purchase shall return to Marketplace. If a transaction is terminated, You are still bound by Section 3.2 and may not complete the transaction with Buyer or Seller outside of the Website without paying to Marketplace the required Buyer’s Transfer Fee (in the case of Buyer) and the Seller’s Transfer Fee (in the case of Seller).
1. Termination Before Transaction Completion:
(1) If Binding Agreement on Ticket Sale as described in Section 3.4.4 does not occur within four (4) calendar days after Binding Acceptance and if Transaction Completion has not occurred, then,
before Binding Agreement on Ticket Sale occurs, either Buyer or Seller may terminate the transaction by written or electronic notice to Marketplace.
(2) If Buyer has not timely provided the confirmation regarding payment required by Section 3.4.5(1) and if Transaction Completion has not occurred, then,
before Buyer provides actual confirmation regarding payment (though untimely), Seller may terminate the transaction by written or electronic notice to Marketplace.
(3) If Buyer has not timely made the payments required by Section 3.4.5(2) and if Transaction Completion has not occurred, then,
before Buyer makes actual payment (though untimely), Seller may terminate the transaction by written or electronic notice to Marketplace.
(4) If Buyer has not delivered all documents necessary to begin the transfer of the Seat Licenses by Seat License Source within the time provided in Section 3.4.6 and if Transaction Completion has not occurred, then,
before Buyer delivers all necessary documents (though untimely), Seller may terminate the transaction by written or electronic notice to Marketplace.
(5) If Seller has not delivered all documents necessary to begin the transfer of the Seat Licenses by Seat License Source within the time provided in Section 3.4.6 and if Transaction Completion has not occurred, then,
before Seller delivers all necessary documents (though untimely), Buyer may terminate the transaction by written or electronic notice to Marketplace.
2. No Right of Termination After Transaction Completion: Neither Buyer nor Seller have any right of termination or rejection after Transaction Completion has occurred. MARKETPLACE SHALL HAVE NO RESPONSIBILITY FOR ASSISTING THE PARTIES TO CORRECT ERRORS DISCOVERED AFTER TRANSACTION COMPLETION. However, as between You and the other party (Buyer or Seller), You shall cooperate with the other party and Seat License Source to correct any errors discovered after Transaction Completion.
3. Termination by Marketplace: At any time before Transaction Completion, for reasons relating to allegations or concerns of misconduct, breach, or fraud, or otherwise for reasons relating to the integrity of the Website, or for any other reason, Marketplace may, in its sole discretion, terminate the transaction by notice to Buyer and Seller, and may, in its sole discretion, revoke the privilege of the use of the Website by Buyer or Seller and may, in its sole discretion, release Buyer and Seller from the prohibition against completing the transaction outside the Website.
You shall be deemed to agree to terminate a transaction (1) if You provide written or electronic notice of your agreement to terminate or (2) if You fail to respond (within the time required or requested by Marketplace) to a request by Marketplace for notice whether you agree to terminate the transaction.
3.4.9 Transaction Completion: In the determination whether Transaction Completion has occurred, You shall abide by the rules of the Website and the sole determination of Marketplace. “Transaction Completion” shall occur when Marketplace determines to its reasonable satisfaction based on information from Buyer, Seller, or Seat License Source, that the transfer of the Seat Licenses from Seller to Buyer by Seat License Source has occurred.
3.4.10 Payments by Marketplace upon Transaction Completion: Within two (2) business days after “Transaction Completion”, Marketplace will pay the appropriate amounts to Seller as prescribed by the rules of the Website. The Website rules currently require that both Buyer and Seller pay a transfer fee to Marketplace. The Buyer’s Transfer Fee and the Seller’s Transfer Fee are currently calculated as a percentage of the final sales price. The Seller’s Transfer Fee is an amount that Marketplace will deduct from the amount that Marketplace pays Seller upon Transaction Completion.
3.5 Rules and Requirements: You shall comply with all rules and conditions contained in this Agreement or elsewhere on the Website.
3.6 Illegal Activities: You shall not use the Website in any way that would involve the sale of counterfeit or stolen items or that would involve any illegal activities or otherwise violate any law, statute, ordinance or regulation. You shall not use the Website for any illegal purposes.
3.7 Intellectual Property: You shall not use the Website in any way or engage in any activities relating to the Website that infringes any intellectual property of any third party, including, without limitation, patents, copyrights, trademark, trade secret rights, rights of publicity, and rights of privacy.
3.8 Viruses: You shall not provide any communication to the Website, directly or indirectly, that contains any virus, “time bomb”, phishing, or any programming intended to damage, interfere with, intercept or expropriate any system, data or personal information.
3.9 Other Agreements: You shall execute all consents and similar agreements required for any agreed transaction.
3.10 Obscene materials: You shall not use the Website in any way in connection with pornography or obscene materials.
3.11 Investigations: You shall cooperate with any investigation by Marketplace concerning any activities related to the Website and shall promptly provide to Marketplace any information required for any investigation.
4. Indemnity, Exclusions, Release
4.1 Your Indemnity of Marketplace and Seat License Source: You shall indemnify, defend, and hold Marketplace, Seat License Source, and their owners, affiliates, officers, directors, attorneys, agents and employees, harmless from any and all damages and expenses, including reasonable attorney’s fees, relating: (1) to any claim by any third party relating Your use of the Website or (2) to any taxes of any kind, including, without limitation, sales, income and ad valorem taxes due for any purchase or sale of a Seat License relating to this Agreement.
4.2 Exclusion of Warranties: Marketplace excludes any warranty that You or Buyer or Seller will complete any single transaction. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MARKETPLACE PROVIDES THE WEBSITE AND ALL SERVICES “AS IS” AND “AS AVAILABLE”. MARKETPLACE MAKES NO WARRANTY WITH RESPECT TO ANY SEAT LICENSES, THE WEBSITE, OR ANY SERVICES RELATING TO THE WEBSITE. MARKETPLACE MAKES NO WARRANTY THAT SELLER OR BUYER WILL PERFORM AS PROMISED. MARKETPLACE EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.
4.3 Exclusion of Certain Damages: Marketplace shall not be liable for any lost profits or special, consequential, incidental, indirect, special, or exemplary damages relating to any Seat Licenses, the sale of any Seat Licenses, the failed sale of any Seat Licenses, the Website or any services relating to the Website. Marketplace’s liability to You or anyone else in any circumstance is limited to the payments described in the Guarantee. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply.
5. Intellectual Property Ownership and Enforcement
Nothing in this agreement confers to You any right in any Marketplace intellectual property except the permission expressly granted in this Agreement to purchase or sell Seat Licenses through the Website. All intellectual property shall remain the sole property of Marketplace or the other lawful owners thereof. In addition to any other rights and remedies Marketplace may have, Marketplace may seek injunctive relief from any court of competent jurisdiction for any violation or infringement of its intellectual property. You consent to the exclusive personal jurisdiction and venue of the federal and state courts in Houston, Texas for any such action.
6. General Terms
6.1 Entire Agreement: This Agreement is the entire agreement between the parties pertaining to the Website and use of the Website and supersedes all prior agreements and understandings relating thereto, written or oral.
6.2 Modification. Marketplace may modify this Agreement by posting the modified Agreement on the Website. The modified Agreement shall be effective when posted on the Website for any transactions begun after the posting. The modified Agreement shall be effective for any ongoing transactions if You continue to use the Website after the modified Agreement has been posted. No amendment, modification or supplement of any provision of this Agreement shall be valid except as provided in this section.
6.3 Independent Relationship: You and Marketplace are independent contractors. Nothing in this Agreement creates any relationship between You and Marketplace of agency, partnership, joint venture, employer-employee, or franchisor-franchisee.
6.4 Notices: Except as expressly provided, to provide any notice to Marketplace under this Agreement, You must provide notice by email, addressed as provided on the Website, or by certified mail, return receipt requested, addressed as follows:
STR Marketplace
3120 Southwest Freeway, Suite 615
Houston, Texas 77098
Except as expressly provided, Marketplace shall provide notice to You under this Agreement by posting on the Website or to the email address that You provide during registration.
6.5 Governing Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, notwithstanding its conflicts of law rules. All disputes relating to this Agreement (including any disputes relating to any transactions conducted using the Website) shall be resolved in the state or federal courts in Harris County, Texas, unless the parties to the dispute agree otherwise.
6.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected.
6.7 Assignability: You may not assign or transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Marketplace, which Marketplace can refuse in its sole discretion.