Date of Last Revision: November 15, 2024

Theatr Technology Inc. ("Theatr," "we," "us," "our") provides its services (described below) to you through its website located at https://theatr-app.com/ (the "Site") and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), subject to the following Terms of Service (as amended from time to time, the "Terms" or "Terms of Service"). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THEATR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING [email protected] WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS OF SERVICE AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THE TERMS TO ARBITRATE.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, our FAQ located at https://www.theatr-app.com/faq and Community Guidelines located at https://www.theatr-app.com/community-guidelines, which in each case as may be updated from time to time. Such terms are hereby incorporated by reference into these Terms of Service.

By accepting these Terms of Service, you agree to the processing of your information in accordance with our Privacy Policy located at https://brawny-authority-582.notion.site/Privacy-Policy-27237500b5cf41cea713e77aff04be58.

Access and Use of the Service

Services Description: The Services provides an online platform and related services that connect sellers (“Sellers”) and buyers (“Buyers”) seeking to respectively sell and buy tickets, related passes and merchandise or other related goods and/or services for events (“Tickets”). Anyone who accesses or uses the Service, whether as a Seller or Buyer, or acting on behalf of themselves or a third party, will be referred to herein as a “user.”

Your Registration Obligations: You may be required to register with Theatr in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. By accessing or using the Service, you represent and warrant that you are at least 18 years of age and that you have not been previously suspended or removed from the Service.

Member Account, Password and Security: To access certain features of the Service, you may be required to register an account. If you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, and mobile number. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. Your account is personal to you, and your account and any related benefits, including discount codes or similar benefits may not be shared with third parties, including other users. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Theatr of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Theatr will not be liable for any loss or damage arising from your failure to comply with this Section. You further agree to indemnify, defend, and hold harmless the Theatr Parties (as defined below) from and against any claims, losses, damages, and other harm arising in connection with the unauthorized use (including without limitation any use by a person or entity other than you, and any use not expressly permitted by these Terms of Service) of your account credentials.

Modifications to Service: Theatr reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Theatr will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Theatr may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Theatr's servers on your behalf. You agree that Theatr has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Theatr reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Theatr reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Theatr and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Theatr account information to ensure that your messages are not sent to the person that acquires your old number.

Conditions of Use

Listings: When creating a listing ("Listing") on the Service, Service Sellers must (i) provide complete and accurate information about the tickets (such as event name, event date and time, available quantity, price paid for the tickets and proof or purchase), (ii) disclose any event information (such as cast out for the event); and (iii) provide any other pertinent information. Sellers are responsible for keeping Listings (including calendar availability) up to date at all times. Users acknowledge and agree that Theatr does not and is not obligated to independently verify the content of Listings.

Sellers represent and warrant that any Listing they post and provision of such service, will (i) not breach any agreements entered into with any third parties, such as the original ticket sites that the tickets were purchased from, or other agreements, and (ii) comply with all applicable laws, and other rules and regulations (including having all required permits, licenses and registrations) and will in no event result in Theatr violating any applicable law.

The placement and ranking of Listings in search results on the Services may vary and depend on a variety of factors, such as search parameters and preferences, price and calendar availability, reviews, ratings, etc.

When a Seller's ticket is purchased by a Buyer, the Seller enters into a contractual relationship with the Buyer, with the intention of providing the ticket and service as described in the Listing. However, this does not preclude the Seller from modifying or canceling the Listing, or adjusting the price of a Listing in the future, subject to the terms outlined herein. Both parties agree to adhere to all applicable fees and taxes related to the transaction, as detailed further in the agreement.

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") that you upload, post, publish or display (hereinafter, "upload") or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Theatr. Theatr reserves the right to investigate and take appropriate legal action against anyone who, in Theatr's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

a. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; misrepresents in any way your status as a Service Provider; or (v) in the sole judgment of Theatr, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Theatr or its users to any harm or liability of any type;

b. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or