1. Definitions

In these general terms and conditions, the following definitions are used:

• General Terms and Conditions: these general terms and conditions of DeFy Tickets, LLC
• DeFy Tickets, LLC: the private company with limited liability having its registered office at 500 W Texas Avenue, Suite 890, Midland, TX, 79701
• Client: the contractual party which acts in the exercise of a profession or business in the capacity of user of the services or goods provided by or on behalf of DeFy Tickets and which is responsible for the organization and/or production of the Event.
• Application: the (online) system developed by DeFy Tickets for the purchase, intermediation, handling, processing and settlement of tickets (including possible updates and the smartphone application for this system).
• Agreement: the relevant Agreement between the Client and User for providing services for payment in connection with an Event, where DeFy acts as an intermediary.
• Location: the place where the Event is held.
• Event: the public or closed happening where – by way of example, but not exclusively – a performance of an artistic and/or sporting nature is presented, including – but not limited to – a musical, theater or music performance, a concert, show or a sports event.
• Ticket: the proof of a right of access to an event organized by or on behalf of the Client which the Client sells to the User via the Application.
• User: the natural and/or legal person which purchases a ticket from the Client or another User by making use of the Application for an event organized by or on behalf of the Client.

2. Applicability of the General Terms and Conditions

2.1 These General Terms and Conditions apply to every offer, every agreement and all services between DeFy, Users and the Client, insofar as the parties do not explicitly deviate from these General Terms and Conditions in writing.

2.2 DeFy expressly rejects the applicability of other terms and conditions of the User and/or the Client.

2.3 The general terms and conditions of the Client also apply to the Agreement, as well as the general terms and conditions of the holders of the Locations. In the event of inconsistency between the provisions of these General Terms and Conditions and the above-mentioned conditions, the provisions of these General Terms and Conditions shall prevail. In the event of inconsistency between the general terms and conditions of the Client and those of the holders of the Locations, the general terms and conditions of the Client shall prevail. A copy of the general terms and conditions of the Client or the holders of Locations is available from the Client or the relevant holder of the Location.

2.4 DeFy is entitled to change the General Terms and Conditions and to declare the General Terms and Conditions applicable to Agreements. The amended General Terms and Conditions can be consulted on the DeFy website.

2.5 In the event that one or more of the conditions in these general terms and conditions is or becomes null and void, then the remaining conditions shall remain applicable undiminished.

3. Formation of the Agreement

3.1 DeFy acts as an intermediary in the conclusion of the Agreement between the User(s) and the Client as regards offers and sales of (reservations for) Tickets. DeFy is not a party to the Agreement that is concluded by the purchase of a Ticket. The Agreement is concluded after the User has bought one or more Tickets via the DeFy Application. DeFy provides the Tickets on behalf of the Client or other User.

3.2 The User must, before they confirm their reservation, always carefully check that the correct Tickets have been reserved. Therefore, the User must always use a correct e-mail address when making a reservation. In case of doubt about the accuracy of the details that the User has entered with the order, DeFy may contact the User making use of the details that the User has entered. If DeFy is unable to reach the User and therefore cannot check the details, DeFy may cancel the reservation and sell the Tickets to another User. If DeFy has doubts about the accuracy or validity of the details entered by the User with the order or the means of payment used by the User, then it has the right to cancel the User’s reservation and to sell the Tickets to another User. DeFy will use its best efforts to inform the User in such a situation.

3.3 Every Agreement is concluded subject to the suspensive condition that there are sufficient products or services available.

4. Application

4.1 DeFy offers the Client the possibility of making use of the Application for the sale of Tickets to Users for Events to be organized by the Client.

4.2 DeFy grants the Client access to the use of the Application to the extent that this is necessary for the performance of the obligations included in the Agreement.

4.3 The Application is – also with a view to maximizing the Tickets to be sold – managed, maintained and if need be repaired according to the principles of good workmanship by and for the account of DeFy.

5. Rates and payment

5.1 DeFy sells Tickets on behalf of Clients who decide the price and number of available Tickets. Information regarding the price and availability are provided without obligation and subject to all reservations.

5.2 DeFy will make an offer to the Client regarding the rates that will be applied.

5.3 If the User does not pay the amounts owed on time, the User owes, without any warning or notice of default being necessary, the outstanding amount of statutory interest, if the User fails to comply with the claim following a warning or notice of default.

5.4 If the Application negotiates the transfer of ownership of a Ticket between Users, a Service Fee is charged.

6. Delivery times

6.1 Tickets are delivered to the account that is linked to the mobile telephone number that the User has provided. DeFy will continue to deem the telephone number and e-mail address provided by the User as being correct until the User has notified DeFy of a new telephone number.

6.2 If any delivery time is exceeded this shall not give the User the right to compensation nor will the User gain the right to cancel the order or the Agreement, unless the delivery time is exceeded to such an extent that the User cannot reasonably be asked to allow the Agreement to stand.

7. Canceled or Rescheduled Events

7.1 The User is entirely responsible for checking whether an Event has been canceled or postponed and the new time or location. DeFy will use its best efforts to inform the User in good time regarding any postponement/cancellation of an Event. DeFy is not responsible for any expenses incurred due to canceled or rescheduled Events.

7.2 Tickets for postponed Events generally remain valid for the replacement Event, however the Client is in this regard ultimately responsible for this and the User cannot claim a replacement Ticket from DeFy.

7.3 If an Event is canceled or postponed, then the User can return the Tickets for this Event in accordance with the scheme as decided by the Client. As regards the relevant conditions we refer you to the general terms and conditions of the organizer of the event. If the Client asks DeFy to refund the ticket price to the User, then DeFy shall do so after it has received the money in question from the Client. Service and administration costs will not be refunded.

8. Tickets

8.1 The Tickets distributed by DeFy remain the property of the Client. It is expressly prohibited for the User to offer a Ticket in a different manner other than via the Application to third parties. If a Ticket is offered via other channels, then DeFy reserves the right to render the Ticket invalid and to claim an immediately due and payable penalty of $5,000.00 per case from the User.

8.2 DeFy reserves the right at all times to refuse orders from Users.

9. Intellectual Property Rights

9.1 All intellectual property rights relating to the name, the Application and the image mark of DeFy remain with DeFy Tickets, LLC.

9.2 The User shall refrain from actions that could harm rights or other interests in this regard of DeFy or of its licensor.

9.3 The Agreement does not constitute the transfer of any intellectual property right from DeFy to the User or the Client.

10. Privacy and personal data

10.1 DeFy complies with all of its obligations as the processor in the context of the General Data Protection Regulation (GDPR). The collected data of Users shall only be processed and used for purposes for which the User has granted advance express consent.

10.2 The User is deemed to have read the privacy statement from DeFy which can be consulted on the DeFy website and the User is also deemed to agree to the processing described there of the personal data it has provided.

11. Liability

11.1 DeFy cannot be deemed to be the organizer of the Event and is not responsible for, and does not provide any guarantee for, the artistic quality and content of the Event and the course of events in or around the Event, and does not accept any liability whatsoever on the basis of this fact.

11.2 With the exception of the other liability provisions in these General Terms and Conditions, the total liability of DeFy because of imputable failure to perform or an unlawful act is limited to compensating the direct loss up to the amount that the User has been or could be charged for the Tickets, unless the loss is due to intent or gross negligence on the part of DeFy or its agents.

11.3 DeFy’s liability in respect of imputable failure to perform an agreement shall not in any case arise unless the User forthwith and properly declares DeFy in default in writing, stating a reasonable period in which to remedy the failure, and DeFy continues, and can be blamed for continuing to fail in the fulfillment of its obligations even after such period. The notice of default must give as complete and detailed a description as possible of the failure, so that DeFy is in a position to respond adequately.

11.4 DeFy cannot be held liable in any way whatsoever for any loss that the holder of this proof of access experiences due to the acts or omissions of third parties.

12. Force majeure

12.1 Force majeure means any shortcoming that cannot be attributed to DeFy because it cannot be blamed and is not accountable pursuant to law, juristic acts or common opinion.

12.2 Notwithstanding its other rights, in cases of force majeure DeFy shall be entitled, as it sees fit, to defer the execution of the User’s order, by notifying the User of this in writing to that effect and without DeFy being obliged to pay compensation, unless this would be unacceptable in the given circumstances according to criteria of reasonableness and fairness.

12.3 In the following cases the parties agree that there is a question of force majeure in any event as referred to in Article 12.1 of these General Terms and Conditions:

• if the services are not delivered or delayed – other than as a result of intent or deliberate recklessness on the part of DeFy – due to the destruction in any manner whatsoever of servers, back-ups and other equipment used by DeFy and also malfunctions in telephone and internet traffic;
• if the services are not delivered or delayed on DeFy’s side due to sabotage – whether terrorist or not – by third parties, including actions by so-called ‘hackers’ or ‘crackers’.

13. Indemnification

13.1 The Client will indemnify DeFy against claims by third parties on account of damage caused because the Client provided incorrect or incomplete information.

13.2 The Client will indemnify DeFy on first request if a claim is made against DeFy in any sense whatsoever by or on behalf of a User in relation to the content and/or in case of improper performance of the agreement(s) the Client and the User have concluded with each other, for example in the event of cancellations, and also related communication by the Client to the User, or any other potential form of failure and/or unlawful act on the part of the Client towards the User.

14. Applicable law and choice of jurisdiction

14.1 All Agreements with DeFy are governed by U.S. law.

14.2 Any disputes which may arise as a result of this Agreement or any further agreement arising or connected therewith, shall be exclusively judged in the first instance by the competent court in Texas.