SeatLogic Terms and Conditions

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Intellectual Property Rights

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States, Canada, and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.

Your Use of Our Services

Subject to your compliance with these Legal Terms, including the “Prohibited Activities” section below, we grant you a non-exclusive, non-transferable, revocable license to: (a) access the Services; and (b) download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: [email protected]. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your Submissions

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

3. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. User Registration

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Security Notifications

You agree to notify SeatLogic immediately at [email protected] if you become aware of or reasonably suspect any unauthorized access to your account credentials, any security incident affecting your use of the Services, or any other breach of security. Failure to promptly report such incidents may result in additional liability on your part.

5. User Responsibility for Guest Data

Users are solely responsible for ensuring they have obtained all necessary consents and authorizations to input, store, and process any personal information about event guests, attendees, or other third parties entered into the platform. SeatLogic does not verify the accuracy or lawfulness of guest data provided by users.

Users agree to indemnify SeatLogic against any claims arising from the unauthorized collection, use, or disclosure of third-party personal information. You acknowledge that you are the data controller for any guest data you enter into the platform, and SeatLogic acts only as a data processor on your behalf.

6. Data Accuracy and Backup

Users are solely responsible for the accuracy and completeness of all information entered into the platform, including guest lists, seating arrangements, and event details. Users are strongly encouraged to export and maintain independent backups of all critical event data prior to their events.

SeatLogic is not liable for data loss or inaccuracies resulting from user error, system outages, or technical issues. Although we perform regular backups, you agree that we shall have no liability for any loss or corruption of data, and you hereby waive any right of action against us arising from such loss or corruption.

7. No Guarantee of Event Outcomes

SeatLogic provides tools to assist with seating management and event planning but does not guarantee any particular event outcome. SeatLogic is not responsible for guest dissatisfaction, seating conflicts, event disruptions, or any damages arising from reliance on seating arrangements generated by the platform.

Users acknowledge that seating optimization suggestions are advisory only. You are solely responsible for reviewing and approving all seating arrangements before your event. SeatLogic shall not be liable for any consequences arising from seating decisions, whether or not based on platform suggestions.

8. Purchases and Payment

We accept the following forms of payment: Visa, Mastercard, American Express, and Discover.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order.

No Refunds

Except as expressly set forth herein or as required by applicable law, all fees paid are non-refundable. This includes subscription fees, one-time purchases, and any other charges. If you cancel your subscription, you will retain access to the Services through the end of your current billing period, but no partial refunds will be issued.

SeatLogic reserves the right to offer refunds or credits at its sole discretion on a case-by-case basis, but any such accommodation shall not constitute a waiver of this no-refund policy.

9. Subscriptions

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is monthly.

Cancellation

You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at [email protected].

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

10. Enterprise and Custom Agreements

For Enterprise plan subscribers or customers with custom pricing arrangements, access to the Services may be governed by a separate written agreement, order form, or statement of work (collectively, “Enterprise Agreement”) executed between you (or your organization) and SeatLogic. Such Enterprise Agreements may specify custom terms including, but not limited to: pricing, payment terms, service level commitments, data handling requirements, user seat limits, and support obligations.

In the event of any conflict between these Legal Terms and an executed Enterprise Agreement, the terms of the Enterprise Agreement shall prevail to the extent of the conflict. All terms of these Legal Terms not expressly modified by an Enterprise Agreement shall remain in full force and effect.

Enterprise Agreements must be signed by an authorized representative of SeatLogic to be valid. Oral modifications or representations by SeatLogic employees or agents are not binding unless confirmed in writing.

11. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to:

• Use the platform to plan or facilitate events that are unlawful, discriminatory, or harmful.
• Engage in discriminatory seating practices based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics.
• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's use of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Interfere with, disrupt, or create an undue burden on the Services or the networks connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents.
• Attempt to bypass any measures designed to prevent or restrict access to the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any software comprising the Services.
• Use the Services as part of any effort to compete with us or otherwise use the Services for any revenue-generating endeavor or commercial enterprise not approved by us.
• Use the Services to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.
• Perform load testing, stress testing, penetration testing, or benchmark testing on the Services without our prior written approval.
• Access or attempt to access accounts, data, systems, or materials belonging to other users of the Services.

SeatLogic reserves the right to terminate accounts engaged in prohibited activities without refund.

12. User Generated Contributions

The Services may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Services' Privacy Policy.

When you create or make available any Contributions, you represent and warrant that: your Contributions do not infringe any third-party rights; you are the creator and owner of or have the necessary licenses and permissions; your Contributions are not false, inaccurate, or misleading; your Contributions are not unsolicited advertising or spam; your Contributions are not obscene, violent, harassing, or otherwise objectionable; and your Contributions do not violate any applicable law or regulation.

13. Contribution License

You and Services agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

14. Feedback and Suggestions License

If you provide SeatLogic with any feedback, suggestions, ideas, improvements, or other input regarding the Services (“Feedback”), you hereby grant SeatLogic a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, adapt, publish, distribute, and commercialize such Feedback in any manner without attribution, compensation, or obligation to you.

You waive any moral rights in such Feedback.

15. Third-Party Websites and Content

The Services may contain links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services.

If you decide to leave the Services and access Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases.

16. Third-Party Services Disclaimer

The Services may integrate with or rely upon third-party services, including but not limited to Google (for authentication and analytics), Stripe (for payment processing), and cloud hosting providers.

SeatLogic does not control and is not responsible for the availability, accuracy, security, or policies of any third-party services. Your use of third-party services is governed by their respective terms and privacy policies. SeatLogic shall not be liable for any damages, losses, or issues arising from third-party services, including authentication failures, payment processing errors, or service outages.

17. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

18. Service Availability and Modifications

While SeatLogic strives to maintain high availability, we do not guarantee uninterrupted access to the platform. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control. SeatLogic shall not be liable for any losses or damages resulting from service interruptions, including interruptions occurring during or immediately before scheduled events.

SeatLogic reserves the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, for any reason. This includes removing features, changing functionality, or altering pricing for future subscription periods. SeatLogic shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

Continued use of the Services after changes constitutes acceptance of such changes. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

19. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms.

Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

20. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

21. Account Termination

SeatLogic may suspend or terminate your account immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms, suspected fraudulent activity, abusive behavior toward SeatLogic staff, chargebacks or payment disputes, or extended periods of inactivity.

Upon termination, your right to use the Services ceases immediately. SeatLogic may delete your account data after termination. SeatLogic is not liable for any losses resulting from account termination.

22. Force Majeure

SeatLogic shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, cyberattacks, labor disputes, or failures of third-party service providers.

In such events, SeatLogic's obligations shall be suspended for the duration of the force majeure event.

23. Governing Law

These Legal Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Senatus Group Ltd. and yourself irrevocably consent that the courts of Ontario, Canada shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms, subject to the arbitration provisions below.

24. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any Dispute not resolved through informal negotiations shall be referred to and finally resolved by binding arbitration. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be Toronto, Ontario, Canada. The language of the proceedings shall be English. The governing law of these Legal Terms shall be the substantive law of the Province of Ontario and Canada.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law: (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

25. Waiver of Class Action and Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS-WIDE ARBITRATION.

IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

26. Shortened Statute of Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE LEGAL TERMS OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT, STATUTE, OR OTHERWISE.

27. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SEATLOGIC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SEATLOGIC MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, OR COMPLETENESS OF ANY CONTENT, DATA, OR RESULTS OBTAINED THROUGH THE SERVICES.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

USE OF THE SERVICES IS AT YOUR SOLE RISK.

28. Limitations of Liability

IN NO EVENT WILL SEATLOGIC, SENATUS GROUP LTD., OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

29. Indemnification

You agree to defend, indemnify, and hold harmless Senatus Group Ltd., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services;
• Your violation of these Legal Terms;
• Any breach of your representations and warranties set forth in these Legal Terms;
• Your violation of any third-party rights, including privacy or intellectual property rights;
• Any guest data, event information, or other content you upload or input into the platform;
• Your events, including any injuries, disputes, or incidents occurring at events planned using the Services;
• Any claim by a third party whose personal information you entered into the platform without proper authorization; or
• Any overt harmful act toward any other user of the Services with whom you connected via the Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

30. No Third-Party Beneficiaries

These Legal Terms are for the sole benefit of you and SeatLogic. Nothing in these Legal Terms, express or implied, is intended to or shall confer upon any third party (including event guests, attendees, vendors, or any other persons) any legal or equitable rights, benefits, or remedies of any nature whatsoever.

Event guests and attendees have no standing to bring claims against SeatLogic arising from seating arrangements or event planning conducted using the Services.

31. User Data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

32. Electronic Communications

By using the Services, you consent to receive electronic communications from SeatLogic, including emails, in-app notifications, and text messages (if you provide a mobile number). You agree that all agreements, notices, disclosures, and other communications that SeatLogic provides electronically satisfy any legal requirement that such communications be in writing.

You may opt out of marketing communications but may not opt out of transactional or service-related communications.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

33. Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under these Legal Terms without SeatLogic's prior written consent. SeatLogic may assign, transfer, or sublicense its rights and obligations under these Legal Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Any attempted assignment in violation of this section shall be null and void.

34. Entire Agreement and Severability

These Legal Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and SeatLogic regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral.

If any provision of these Legal Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them.

35. Survival

The following sections shall survive termination or expiration of these Legal Terms: Intellectual Property Rights, Feedback and Suggestions License, Disclaimer of Warranties, Limitations of Liability, Indemnification, Dispute Resolution, Waiver of Class Action and Jury Trial, Shortened Statute of Limitations, No Third-Party Beneficiaries, and any other provisions which by their nature should survive.

Termination shall not relieve you of any obligations incurred prior to termination.

36. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

37. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

38. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: