This User Agreement, and any other policies posted on our sites set out the terms on which ProQuo Inc. (ÒBeLiveÓ)offers you access to and use of our sites, services, applications and tools (collectively "Services"). You agree to comply with all of the above when accessing or using our Services.
The entity you are contracting with is BeLive, Inc. 814 17th St. Boulder, CO 80302.
Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes, Section B ("Agreement to Arbitrate")). Unless you opt out: (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
BeLive is a marketplace that allows users to offer, sell and buy tickets to various sport, entertainment and other events in a variety of pricing formats and locations. The actual contract for sale is directly between the seller and buyer. BeLive is not a traditional auctioneer.
While we may provide pricing, shipping, listing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. BeLive has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
In connection with using or accessing the Services you will not:
á post, list or upload content or items in inappropriate categories or areas on our sites;
á breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
á use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
á fail to pay for items purchased by you, unless you have a valid reason as set out in an BeLive policy, for example, the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the seller
á fail to deliver items sold by you, unless you have a valid reason as set out in an BeLive policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
á manipulate the price of any item or interfere with any other user's listings;
á post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
á take any action that may undermine the feedback or ratings systems
á transfer your BeLive account (including Feedback) and user ID to another party without our consent;
á distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
á distribute viruses or any other technologies that may harm BeLive or the interests or property of users;
á use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of BeLive;
á interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
á export or re-export any BeLive application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
á infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to BeLive. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to BeLive or someone else;
á infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belongs to you;
á commercialize any BeLive application or any information or software associated with such application, except with the prior express permission of BeLive;
á harvest or otherwise collect information about users without their consent; or
á circumvent any technical measures we use to provide the Services.
If we believe you are abusing BeLive in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.
When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.
The fees, if any, that we charge for using our Services are listed on our Standard Selling Fees page. We may change our seller fees from time to time by posting the changes on the BeLive site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.
If fees are levied by BeLive, you must have a payment method on file when selling on BeLive and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, retain collection agencies and legal counsel, and, for accounts over 180 days past due, request that PayPal deduct the amount owed from your PayPal account balance. In addition, you will be subject to late fees. BeLive, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information BeLive reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at BeLive Inc., If you wish to dispute the information a collection agency reported to a credit bureau regarding your BeLive account, you must contact the collection agency directly.
When listing an item, you agree to comply that:
á You are responsible for the accuracy and content of the listing and item offered;
á Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). BeLive can't guarantee exact listing durations;
á Content that violates any of BeLive's policies may be deleted at BeLive's discretion;
á We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
á buyer's location, search query, browsing site, and history;
á item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
á seller's history, including listing practices, Detailed Seller Ratings, BeLive policy compliance, Feedback, and defect rate; and
á number of listings matching the buyer's query.
á To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.
á Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.
When buying an item, you agree that:
á You are responsible for reading the full item listing before making a commitment to buy.
á You enter into a legally binding contract to purchase an item when you commit to buy an item.
á We do not transfer legal ownership of items from the seller to the buyer.
When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (as defined above) you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against BeLive, our assignees, our sublicensees, and their assignees your Intellectual Property Rights in that content in connection with our, those assignees', and those sublicensees' use of that content.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this Agreement, does not and will not infringe any Intellectual Property Rights of any third party. BeLive takes no responsibility and assumes no liability for any content provided by you or any third party.
We may offer catalogs including, for example, product images, descriptions and specifications that are provided by third parties (including BeLive users). You may use catalog content solely in your BeLive listings. The permission to use catalog content is subject to modification or revocation at any time at BeLive's sole discretion.
While we try to offer reliable data, we cannot promise that the catalogs or other content provided through the Services will always be available, accurate, complete, and up-to-date. As a buyer, you agree that BeLive is not responsible for examining or warranting the listings or content provided by third parties through the Services, and that you will not attempt to hold us liable for any inaccuracies. As a seller, it is your responsibility to review the content of your listings for accuracy and that you will not attempt to hold our catalog providers or us responsible for inaccuracies. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings included within the catalogs and not to create any derivative works based on catalog content (other than by including them in your listings).
The name "BeLive" and other BeLive marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress BeLive in the U.S. and other countries. They may not be used without the express written prior permission of BeLive.
BeLive may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. BeLive may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. As described in our User Privacy Notice, BeLive may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits
BeLive may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by BeLive to carry out the purposes we have identified above.
BeLive may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with BeLive or its agents for quality control and training purposes, or for its own protection.
Privacy of Others; Marketing
If BeLive provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.
It is solely the responsibility of the buyers and sellers to deal with returns and cancellations. BeLive will not be involved in returns in any way.
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in BeLive's applications may not occur in real time. Such functionality is subject to delays beyond BeLive's control.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
á the content you provide (directly or indirectly) using the Services;
á your use of or your inability to use our Services;
á pricing, shipping, format, or other guidance provided by BeLive;
á delays or disruptions in our Services;
á viruses or other malicious software obtained by accessing or linking to our Services;
á glitches, bugs, errors, or inaccuracies of any kind in our Services;
á damage to your hardware device from the use of any BeLive Service;
á the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
á a suspension or other action taken with respect to your account or breach of the Abusing BeLive Section above;
á the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or
á your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) any amounts due up to the price the item sold for on BeLive (including any applicable sales tax) excluding original shipping costs, or (b) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, your improper use of BeLive's Services or your breach of any law or the rights of a third party.
You and BeLive agree that any claim or dispute at law or equity that has arisen, or may arise, between us relating in any way to or arising out of this or previous versions of the BeLive User Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Colorado, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and BeLive, except as otherwise stated in the User Agreement.
You and BeLive each agree that any and all disputes or claims that have arisen, or may arise, between you and BeLive relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to BeLive's Services, or any products or services sold, offered, or purchased through BeLive's Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
1. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND BeLive AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND BeLive AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and BeLive's right to appeal the court's decision. All other claims will be arbitrated.
2. Arbitration Procedures
is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator
instead of a judge or jury, and court review of an arbitration award is very
limited. However, an arbitrator can award the same damages and relief on an
individual basis that a court can award to an individual. An arbitrator should
apply the terms of the User Agreement as a court would. All issues are for the
arbitrator to decide, except that issues relating to arbitrability, the scope
or enforceability of this Agreement to Arbitrate, or the interpretation of
Section 1 of this Agreement to Arbitrate ("Prohibition of Class and
Representative Actions and Non-Individualized Relief"), shall be for a
court of competent jurisdiction to decide.
If you and BeLive are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or BeLive may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to BeLive at the following address: BeLive, Inc., 814 17th St, Boulder, CO 80302. In the event BeLive initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your BeLive account. Any settlement offer made by you or BeLive shall not be disclosed to the arbitrator.
The arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $5,000 or less, you or BeLive may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and BeLive subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or BeLive may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same BeLive user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
3. Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $5,000 or less, at your request, BeLive will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by BeLive should be submitted by mail to the AAA along with your Demand for Arbitration and BeLive will make arrangements to pay all necessary fees directly to the AAA. If (a) you willfully fail to comply with the Notice of Dispute requirement discussed above, or (b) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse BeLive for all fees associated with the arbitration paid by BeLive on your behalf that you otherwise would be obligated to pay under the AAA's rules.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
5. Opt-Out Procedure
IF YOU ARE A NEW BeLive USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO ProQuo Inc., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 814 17th St, Boulder, CO 80302.
6. Future Amendments to the Agreement to Arbitrate
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against BeLive prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and BeLive. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.BeLiveTickets.com at least 30 days before the effective date of the amendments and by providing notice through the BeLive Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
C. Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and BeLive must be resolved exclusively by a state or federal court located in Boulder, Colorado. You and BeLive agree to submit to the personal jurisdiction of the courts located within Boulder, Colorado for the purpose of litigating all such claims or disputes.
ProQuo Inc. is located at 814 17th St., Boulder, CO 80302.
Except as otherwise provided in this Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.BeLiveTickets.com.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.BeLiveTickets.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through the BeLive app. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an BeLive representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the BeLive site.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement, the User Privacy Notice, and all polices posted through our Services set forth the entire understanding and agreement between you and BeLive, and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.