The LogitixLive Buyer's Program Agreement

The terms and conditions in this Live Buyer's Program agreement (hereinafter "Agreement") apply in addition to the End User License Agreement for the LOGITIX LIST software applications and services (hereinafter "LOGITIX Agreement"), which is incorporated herein by reference, including but not limited to all disclaimers, releases, waivers, covenants not to sue, and indemnification provisions in the LOGITIX Agreement. You may review the AUTOPROCESSOR Agreement at: [link to Logitix EULA]. Failure to comply with the terms and conditions set forth in this Agreement may affect your privileges and other rights associated with your use of the LOGITIX software applications and services. 

The LIVE Buyers' Program (hereinafter the "Program" or "LIVE Program") is provided by DTR Software, Inc. (hereinafter "we," "us," "DTR Software," or "our") at DTR Software's sole discretion and the Program, or any portion thereof, may be modified, suspended or cancelled by DTR Software at any time and for any reason. In such event, DTR Software will attempt to, but is not required to, notify you by email or other written form of communication and may provide you with an updated agreement. 

Please read these terms and conditions as they constitute a legally binding agreement that govern your participation in the Program. This Agreement, together with any additional terms, updates, supplements, and all DTR Software rules and policies to which you, the buyer (hereinafter "User," "Buyer, "Participant," "Ticket Brokerage," "Ticket Broker," "you," or "your"), agree to when registering for and/or using the software applications, services, and programs provided by DTR Software, constitute the entire agreement that includes legally binding terms and conditions governing your license to use such applications, services, and programs. BY PARTICIPATING IN THE PROGRAM AND USING THE SOFTWARE APPLICATIONS, SERVICES, AND OTHER FEATURES ASSOCIATED WITH THE PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS PROGRAM, AS SET FORTH IN THIS AGREEMENT, PLEASE IMMEDIATELY WITHDRAW FROM THE PROGRAM. 

Acceptance of the Terms

 BY PARTCIPATING IN THE PROGRAM IN ANY WAY, YOU ARE AGREEING TO COMPLY WITH THESE TERMS AND CONDITIONS. IN ADDITION, WHEN PARTICIPATING IN THE PROGRAM, YOU AGREE TO ABIDE BY ALL DTR SOFTWARE RULES AND POLICIES, INCLUDING THE LOGITIX AGREEMENT, WHICH MAY CHANGE FROM TIME TO TIME. Should you object to any term or condition of the Agreement; any rules, policies, statements, or guidelines provided by DTR Software governing your participation in the Program; or any subsequent modifications thereto or become dissatisfied with DTR Software in any way, your only recourse is to immediately discontinue your use of our Services and withdraw from the Program. DTR Software has the right, but is not obligated, to strictly enforce the terms and conditions herein through self-help, active investigation, litigation and prosecution. 

By participating in the Program, you also agree that you have read, understand, and accept the terms and conditions herein and you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and any warranties set forth in this Agreement on behalf of yourself or a business entity that you are authorized to legally bind. You acknowledge this Agreement is a binding and enforceable agreement between you and DTR Software.

Definitions

• In-hand date: The date when tickets are in the seller's physical possession.
• E-Tickets: Tickets that are delivered electronically.
• Instant download tickets: E-tickets that are available for instant download after purchase.
• Substitution: Any instance in which a ticket provided to you, will be provided to you, or is offered to you by a seller is not the exact same ticket that was represented by the seller on the original ticket listing from which you made the purchase.

LIVE Account Management

Participants in the Program should manage their accounts on at least a daily basis and follow best practices in order to maximize success and minimize negative activities associated with the Participant's account. 

Potential consequences for violating any terms, conditions, standards, expectations, and/or policies herein may include, but are not limited to:

• Order cancellation;
• Order substitution;
• Additional fees and charges; and
• Other consequences or penalties, including but not limited to immediate temporary or permanent suspension or termination of your Buyer's account and/or your LOGITIX account.

You agree that DTR Software is not responsible for or liable for any missed sales, delivery deadlines, or other losses associated with a suspension of your LOGITIX account as a result of your activities in the LIVE Program, including but not limited to your violations of any terms, conditions, standards, expectations, and/or policies herein. You agree that it is your sole responsibility to ensure that you are not violating any terms, conditions, standards, expectations, and/or policies herein so that your LOGITIX account is not affected.

Professional Standards and Requirements

DTR Software requires that all Participants in the Program conduct themselves in an honest and professional manner. DTR Software considers the following to be a non-exhaustive list of requirements that Participants must comply with in order to meet the professional standards that DTR Software expects of all Participants:

• You shall not perpetrate a fraud or other intentional misrepresentation on DTR Software or a seller.
• You shall not directly contact sellers. Buyers are not permitted to contact, or direct a third-party to contact on the Buyer's behalf, a seller of an order. All contact between buyers and sellers associated with the Program shall be performed by DTR Software employees or a third-party designed by DTR Software to contact such buyers and sellers associated with the Program.
• You shall not use any data mining, robots, web scrapping, or other similar data gathering techniques and extraction tools on any of the software applications, databases, and/or websites associated with the Program and/or with the LOGITIX software and services provided by DTR Software.
• You shall not use any automated buying tools, programs, or bots. DTR Software does not under any circumstances permit Buyers to use any automated buying tools or techniques of any kind to purchase tickets on our system.
• You shall not commercially exploit the Program or the software, websites, or other services provided by DTR Software nor any underlying data by, including without limitation: (i) creating derivative works therefrom; (ii) creating a database, systematically downloading and storing any portion of the data therefrom; (iii) linking or framing any portion thereof; (iv) extracting, deriving, or attempting to extract or derive any source code or structure thereof by reserve engineering, disassembly, decompilation or any other means; or (v) using other manual or automatic device, technique, or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure of presentation of the software, websites, or other services provided by DTR Software and associated with the Program, without the express prior written approval of DTR Software.
• You shall not engage in any behavior that may create a risk of injury, death, property damage, and/or liability of any kind.
• You shall not inflict emotional distress on any person, humiliate any other person, assault or threaten any other person.
• You shall behave professionally towards DTR Software and its employees.
• You shall not disparage or make any derogatory comments towards DTR Software or any DTR Software employee or make any other inappropriate comments in-person or on any online forum, blog, or other online publication tool.

You agree that failure to meet such professional standards, which shall be determined at the sole discretion of DTR Software, can result in warnings, penalties, and other consequences, including but not limited to those listed in Section 4 of this Agreement. Whether any one or more of such warnings, penalties, and other consequences will apply in any particular situation shall also be at the sole discretion of DTR Software.

Participant Support

In general, communications to DTR Software may be made to: 

DTR Software, Inc.

1290 N Hancock Rd. Ste. 202

Anaheim, CA 92807  (714) 482-6368

Listsupport@Logitix.com

Eligibility

In order to be eligible to participate in the Program, you must have an LOGITIX account. An LOGITIX account can be created at: https://logitix.formstack.com/forms/logitix_sign_up. Creation of an LOGITIX account requires a personal name and/or a business name; an address; a telephone number; an email address; and an emergency telephone number to be associated with the account. In addition, you must complete a valid ACH form for payment as well as provide information for a credit card that you authorize DTR Software to use as a back-up payment method. If accurate payment information is not maintained, DTR Software has the right to suspend your account and/or withhold payment. 

Purchasing Policies

DTR Software provides its systems, databases, services, and applications to serve as an intermediary between Buyers and ticket sellers to facilitate the purchase and sale of tickets. You acknowledge that DTR Software is not directly involved in the actual sale of tickets between Buyers and sellers. Accordingly, you agree that you are purchasing tickets from a third-party seller and not from DTR Software; therefore, such third-party sellers are solely responsible for and liable for any issues with the tickets and purchases thereof. 

Buyers may purchase tickets through LOGITIX and through LOGITIX LIVE (herein together "the LOGITIX LIVE Marketplace").

• All ticket sales are final. All sales on the LOGITIX LIVE Marketplace are considered final and the Buyer is responsible for payment for the tickets. There are no guaranteed refunds, exchanges, or cancellations.

• Fulfillment. Even if a ticket is not delivered by the in-hand date, or instantly delivered (if the ticket was listed as an instant delivery ticket), or otherwise fulfilled outside of the expected delivery date/time, the ticket is not eligible for cancellation. Sellers should list the ticket information accurately. However, you acknowledge that DTR Software does not guarantee the accuracy of ticket information, including but not limited to, the section, row, seat, event name, event venue, event date, or event start time, and that DTR Software is not liable in any way for any inaccurately listed ticket information.

• Cancellation/Postponement. An event is considered a cancelled event where there is no rescheduled date for the event. An event that has been rescheduled is considered a postponed event. DTR Software will at its sole discretion determine if the event cancellation or postponement will result in a refund to the buyer. DTR Software may, but is not required to, follow the venue or primary ticket company's policy for an event cancellation or postponement. If the venue offers a refund, the ticket sale may be cancelled. Tickets must be returned within 30 days of the public cancellation announcement. If the venue does not offer a refund of tickets for a postponed event and the tickets are valid for the future rescheduled date, the ticket sale will not be cancelled or refunded. If the venue permits tickets for

a postponed event to be exchanged for tickets for the future rescheduled event, DTR Software shall at its sole discretion determine whether a refund is permitted.

• If the tickets are physical tickets and the seller requires such physical tickets to be returned, the Buyer shall be responsible for the cost of returning the tickets and the order shall not be refunded until the tickets have been received. If the tickets were delivered to the Buyer electronically, it will be assumed that the seller has retained the original electronic ticket files and does not need the print outs returned.

• Lost tickets. There are absolutely no exchanges or refunds after a purchase has been made and the ticket delivered for lost, stolen, damaged, or destroyed tickets.

• Denial of Entry. If there is a denial of entry for a ticket purchased on the LOGITIX LIVE Marketplace, DTR

Software at its sole discretion may refund or cause the seller to refund up to 150% of the purchase price of the ticket. You agree that neither DTR Software nor the seller of the ticket is responsible for or liable for any other direct, indirect, consequential, or incidental costs, expenses, or losses associated with the denial of entry. You must report any issues or problems with the ticket to DTR Software within five (5) business days of the event. DTR Software reserves the right to require a scan report from the venue and/or other proof of denial of entry from the Buyer to determine the validity of the denial of entry. If the denial of entry cannot be substantiated, you may not be awarded a refund. 

• Ticket Availability. DTR Software does not guarantee that any tickets sold on our system are in the physical or legal possession of the seller. Some ticket listing may be speculative. Occasionally, tickets ordered may no longer be available, or may no longer be available in the quantity ordered at the time the order is received by the seller. If comparable or better seats are available at the same price, the seller may offer you a substitution. If there are no comparable or better seats available at the same price, the seller may reject the order and not charge you for the purchase or may refund the purchase price.

Ticket Fulfillment

Ticket orders should generally be fulfilled using the fulfillment method on the ticket listing and/or the fulfillment method chosen for the order; however, DTR Software does not in any way guarantee this. Please refer to Section 8 herein above indicating that even if the ticket orders are fulfilled outside of the expected fulfillment method or date/time, the ticket order is not eligible for cancellation. 

• Fulfillment of Physical Tickets/Shipping. Physical tickets that are in-hand on the day the order is placed are generally shipped the following business day. Physical tickets that are not in-hand are generally shipped the following business day after the in-hand date. Some tickets may not be available for shipping the following business day, particularly if the tickets are purchased far in advance of the event or for certain special events such as, for example, off-season orders for professional sporting events. If the fulfillment method requires delivery verification and the package is refused, undelivered, or returned, you will not be eligible for a refund or a credit and you will be responsible for any additional re-shipping fees associating the reshipping the tickets.

• E-Ticket Fulfillment. Instant fulfillment e-tickets are generally available for immediate download after the order is placed. E-tickets should be delivered in either a PDF format or an HTML image format. Some instant fulfillment etickets are delivered to you via an email with instructions on how to download the ticket. You must ensure that the email address associated with your account is accurate and current. DTR Software shall not be responsible for any undelivered e-tickets that are the result of an inaccurate or outdated email address. You are responsible for contacting DTR Software if you have not received your e-tickets within a reasonable time period, or for any other issues, such as downloading or printing issues. Some e-tickets are not available for instant download. If the e-ticket is not in-hand on the date the order is placed, the e-ticket should specify an in-hand date and should be fulfilled by the in-hand date; however, DTR Software does not in any way guarantee this. Failure to fulfill the e-ticket order by the inhand date does not make the order eligible for cancellation.

• Will-call. DTR Software reserves the right to approve or deny any will-call tickets. If you purchase a will-call ticket, you are responsible for notifying the end-user ticket holder that the tickets must be picked-up at the venue prior to the event start and that a government-issued ID may be required to claim the ticket.

DTR Software's Rights to Cancel an Order

DTR Software reserves the right to cancel orders that it deems unacceptable. This Section provides a non-exhaustive list of some of the activities that DTR Software deems to fall within such unacceptable category. You agree that in addition to cancelling the order, there may also be other consequences and penalties incurred by you as a result of the herein below listed activities.

1.   Fraud

DTR Software does not tolerate fraudulent activities. DTR Software reserves the right to cancel any order that it deems fraudulent. If it is determined that the order is fraudulent on the Buyer's side, DTR Software may contact the Buyer with the cancellation. In addition, DTR Software reserves the right to immediately and permanently suspend the Buyer from the Program and/or from the Buyer's LOGITIX account. The Buyer will also be responsible for any and all expenses that might have been incurred by the seller and DTR Software as a result of the fraudulent activity. DTR Software reserves the right to seek legal relief in such cases where Buyer fraud has caused any harm. If DTR Software determines that the order is fraudulent on the seller's side, the seller's privileges may be immediately and permanently suspended. We request that you cooperate with us in order to resolve these issues in a professional and cooperative manner.

1. Failure to Notify

Orders should be accepted by the seller within a reasonable time period, particularly for events that are in the very near future. Generally, if the event is greater than 48 hours away, the seller should notify you within 24 hours. If the event is greater than 8 hours away and less than 48 hours away, the seller should notify you within 4 hours. If the event is less than 8 hours away, the seller should notify you within 30 minutes. Failure of the seller to notify you within the time period specified herein above may at DTR Software's sole discretion result in a cancellation of the order.

Payment Terms

Payments made by the Buyer are the amounts due to the seller for the seller's ticket(s), plus any additional fees or charges, such as DTR Software's fee, including any adjustments to the invoice for any charges or credits to the order (e.g., penalties, discounts, delivery charges, local taxes, etc.). 

By default, Buyer payments are made via ACH. The Buyer must provide DTR Software with a valid ACH form and must maintain the ACH account in order to make payments. Each payment week begins on Monday at midnight and ends on that Sunday at midnight. Invoices shall be issued to the Buyer on the following Monday after the payment week ends. Payments shall be withdrawn from the Buyer's ACH account by the Wednesday after the Monday that the invoices have been issued. Any late payments or insufficient payments will result in an immediate suspension of your LOGITIX account and associated privileges and may also result in an immediate suspension of your APEX purchasing privileges. DTR Software reserves the right to charge the credit card on file for any unpaid late invoices or insufficient payments. In addition, any tickets purchased by you for future events (whether or not previously paid for) may be invalidated by us in order for DTR Software to recoup any monies for non-payment or insufficient payments. Any issues with non-payment, late payments, and/or insufficient payments for tickets can, at DTR Software's sole discretion, result in an immediate and indefinite suspension of your LOGITIX account and associated privileges, with or without notice. 

DTR Software reserves the right to review orders in order to resolve any issues with the order or if the Buyer has outstanding accounts payable on other transactions or other accounts with DTR Software, including but not limited to the Buyer's LOGITIX account. DTR Software reserves the right to debit the Buyer's ACH account or charge a credit card that may be on file to cover any past due fees for any accounts with DTR Software (including but not limited to the Buyer's LOGITIX account), or for any penalties applied to an order.

Disputes

1.   Between Buyers and/or Sellers

• Disputes may arise from time to time between Buyers and/or sellers. Such disputes may include, but are not limited to, inaccurate ticket information, incomplete ticket information, denial of entry, etc. In the event of a dispute, DTR Software must be informed and shall in its sole discretion determine the final outcome of any dispute. You agree to comply with any decisions made by DTR Software and cooperate with DTR Software in order to resolve any such disputes. The decisions made by DTR Software to resolve disputes may include, but are not limited to, providing a substitution, refunding all or a portion of the ticket price, providing a discount on future tickets, incurring penalties, cancelling a sale, exchanging the ticket, etc. DTR Software at its sole discretion shall determine whether and what actions should be taken by the Buyer and/or seller in order to resolve the dispute.
• DTR Software expects that any issues with the tickets shall be reported to DTR Software by the Buyer within a reasonable time period. Reporting ticket issues well after the event or the ticket delivery date may result in a waiver of any rights you may have had to resolve the ticket issue. You agree that any issues with a denial of entry must be reported to DTR Software within five (5) business days of the event. You also agree that all other issues with tickets must be reported to DTR Software within five (5) business days of the delivery of the ticket. You acknowledge that failure to meet these deadlines may, at DTR Software's sole discretion, result in a waiver of any rights you may have had to resolve the ticket issue/dispute.
• Buyers are not permitted to use threats of non-payment (to either the seller or DTR Software), withdrawal of inventory from the APEX Program, cancellation of tickets sold through the APEX Program, or any other like threats or actions. Such threats or actions will result in an immediate and indefinite suspension of your buying privileges and your LOGITIX account and associated privileges. Upon any such suspension, all fees and payments for ticket purchases will be immediately due. Buyers must allow DTR Software to investigate the matter and make a final decision as to the outcome of any such disputes, without taking any independent unauthorized actions, such as threatening non-payment, withdrawal of inventory, and ticket order cancellations.
• If any disputes are unresolvable by DTR Software, the dispute shall, at the sole discretion of DTR Software, be subject to resolution by mediation, the costs and expenses of which shall be shared between the parties and not by DTR Software.

1. Between You and DTR Software

• We look forward to a long and mutually productive relationship with you. However, if you become dissatisfied for any reason with the fees charged or the services provided, we encourage you to bring that to our attention immediately. It is our belief that most such problems can be resolved by good faith discussions between the parties. Nevertheless, it is always possible that some dispute may arise which cannot be resolved by discussions between us. We believe that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration than by court proceedings.
• Any dispute between you and DTR Software (including, without limitation, any individual currently employed or formerly employed by DTR Software) shall, at the sole discretion of DTR Software, be subject to binding arbitration. In addition, all questions regarding the arbitrability of the dispute, including whether you and/or DTR Software has agreed to arbitrate the dispute, shall be decided by such arbitration. This agreement to arbitrate all disputes between us applies even if some person or entity claims that this Agreement is void, voidable or unenforceable for any reason. By agreeing to arbitrate, all parties are waiving jury trial.
• The arbitration shall be held in Orange County, California, before a mutually acceptable arbitrator, pursuant to the rules of arbitration of the American Arbitration Association. You consent to personal jurisdiction in California and venue in Orange County in any action, and agree to waive the right to proceed in any other jurisdiction or forum concerning a dispute between the parties or relating to this Agreement. This agreement to arbitrate shall survive the termination of the Program, your accounts associated with the Program, or this Agreement.

Miscellaneous

1. Technical Restrictions

• APIs Generally. DTR Software provides APIs to assist you with your ticket buying and selling websites and applications. DTR Software's APIs should only be used for the purpose of buying and selling tickets, and not for data acquisition. You will not, without our express prior written approval, access or use DTR Software's APIs for

the purpose of aggregating, analyzing, extracting, or repurposing any data for purposes other than for buying and selling your tickets. DTR Software reserves the right to restrict your use of our APIs, including but not limited to restricting the frequency of use of our APIs (e.g., number of calls per second) which if it exceeds a reasonable rate may negatively affect DTR Software's system and services. You will not interfere, or attempt to interfere, in any manner with the functionality or proper working of our APIs.

• Caching Restrictions. You shall not store or cache individual tickets. DTR Software may permit the storing or caching of event data. In order to view a current list of events, DTR Software expects you to request it, rather than caching it, in order to make sure that the most current information is provided.
• No Circumvention. You shall not take any actions to circumvent, or attempt to circumvent transacting with our system. Such unauthorized actions include but are not limited to identifying or attempting to identify other Buyers on our platform to potentially circumvent transacting through our system.

1. Safeguarding Your Account Credentials

• In order to access and/or utilize the APEX Program, you may be required to create an account. You agree that you will keep and maintain your account credentials (e.g., username and password) confidential and that you will not disclose your account credentials to any third-parties outside of your Ticket Brokerage. You agree to immediately notify us in the event of any unauthorized access to or use of your account or other breach of security. You agree that you are responsible for all activities that occur under your account, whether the activities were performed by you or performed by an unauthorized third-party.

Additional Terms attached hereto as Exhibit A

Effective Date: Last updated February 22, 2020 © 2020 DTR Software. All rights reserved.