Flashseats.com (the "website") is an electronic marketplace that allows persons holding rights to enter events (e.g. professional sports games, concerts, etc.), to park during events and/or to access concessions during events (individually or collectively, "Rights"), and to sell or transfer such Rights to other persons. Holders of Right(s), whether they are the original holder, a transferee or a purchaser, may redeem such Right(s) at the venue of the event for which they hold Rights. To redeem the Right(s), the holder will scan a credit card, state issued identification card, and/or mobile device that they have previously registered on our website when they enter the venue. The holder will then be able to enter the event, park and/or purchase a preset dollar value of concessions, depending upon the type of Right that they are redeeming. Our technology that enables this process is patented under U.S. Patent No. 6,496,809 and/or other pending patents.
You are prohibited from doing any act that has the effect of undermining the integrity of our system, our services and the method by which we provide services to users.
You are prohibited from selling or offering for sale your Right(s) through another publicly available marketplace, whether or not electronic or accessible through the Internet. Any use of our website to facilitate the sale of Right(s) through another publicly available marketplace may result in any or all of the following: (i) cancellation of the transfer or sale transaction conducted on our website; (ii) a charge of our sales fee (defined below), calculated with respect to the full sales price of such Right(s) sold or transferred, assessed against the seller/transferor of such Right(s) (such sales fee will be charged to the credit card on file for the seller/transferor twenty-four (24) hours after we provide notice of the assessment of such charge to such person via email); (iii) revocation of the seller/transferor’s rights to use our website and any or all of our other services; and (iv) revocation of such sold or transferred Right(s) by the event/venue.
You are prohibited from establishing any deep link or other connection to any specific page or pages of this website other than the Home Page, without our express written consent. You may not use any Flash Seats logo, trademark or other proprietary graphic as part of the link except the words "Flash Seats" without our express written consent. You will not post or transmit through this website any material which: (i) violates or infringes in any way upon the rights of others; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; (iv) creates or attempts to create any liability of Flash Seats; (v) contains advertising or any solicitation with respect to products or services, unless we have approved such material in writing, in advance of its transmission; (vi) introduces any program, executable file or routine (such as a worm, Trojan horse, cancelbot, time bomb or virus) into our system for any purpose, irrespective of whether any such program or routine results in detrimental harm to our system or our data; or (vii) threatens the continuous services of our ISPs, suppliers and vendors. Any conduct by you that we determine in our sole discretion restricts or inhibits any other consumer from using or enjoying this website is expressly prohibited.
You are prohibited from downloading or copying any content displayed on this website for purposes other than preserving information for your personal use, without our express prior written consent.
We grant you a limited license to make personal use only of our website. Such grant does not include, without limitation: (a) any commercial use of the website or content therein; (b) derivative uses of our website and its contents; (c) use of any data mining, robots or similar data gathering and extraction methods or (d) reproduction, copying or redistribution for commercial purposes of any materials or design elements of our website. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Flash Seats or any third party. Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. We reserve the right, without notice and in our sole discretion, to terminate your license to use our website and to block or prevent future access to and use of our website.
If you use this website, you are entirely responsible for maintaining the confidentiality of your account, your password, your security questions and answers thereto and for restricting access to your account. Further, you are entirely responsible for any and all activities that occur under your account and/or password. We shall not be responsible for any unauthorized use of your account and/or password. You may not use anyone else’s account at any time without the permission of the account holder.
Without limiting the generality of the preceding paragraph, as a seller of Rights, you agree never to specify or include any of the following within the seller comments area of ticket listings:
- Personally identifiable information (including, but not limited to, your name, business name, street address, phone numbers, or email addresses);
- Offensive, profane or abusive information or remarks;
- Obscene, indecent, pornographic or unlawful information or remarks;
- Libelous, slanderous, defamatory, or infringing information or remarks;
- HTML or HTML tags.
We reserve the right to refuse service, terminate accounts and remove or edit content in our sole discretion.
Browsing the website
There is no fee for accessing this website and viewing our content and the content of third parties that we display.
Transferring Your Right(s)
Flash Seats Transfer fees may vary by event and venue. Please consult the seller fee schedule found within each event and venue’s branded area. Our purchase fees may apply to you if you as a transferor, are transferring Right(s) pursuant to a sale of such Right(s) through another publicly available marketplace. Our sales fee (defined within each event and venue’s branded area) will be assessed against the seller/transferor of any Right(s) that are sold or offered for sale on another publicly available marketplace. Our sales fee will be charged as provided under Prohibited Uses to the credit card on file for the transferor.
Selling Your Right(s)
Flash Seats Seller fees may vary by event and venue. Please consult the seller fee schedule found within each event and venue’s branded area. In certain jurisdictions, Sellers are obligated to collect and remit an admissions tax on the proceeds of a sale that exceed the original purchase price of the Rights. We reserve the right to withhold the applicable tax and remit it to the appropriate taxing authority on your behalf.
You may as a seller, agree in advance to assume the buyer’s fees. Our sales fee (defined within each event and venue’s branded area) will be assessed against you the seller of any Right(s) that are sold or offered for sale.
If you decide to purchase Right(s) or merchandise, you agree to pay, in addition to the price for the Right(s) or merchandise, other fees and charges that we impose, such as convenience fees, processing fees, shipping and handling fees and other miscellaneous fees. You also agree to pay any applicable taxes, including, but not limited to, any applicable admissions tax.
Flash Seats sales fees may vary by event and venue. Please consult the buyer fee schedule found within each event and venue’s branded area.
However, we reserve the right to increase or decrease this fee at any time without advance notice for future transactions. With regard to merchandise, the amount of each fee will vary, depending on the merchandise you purchased and the method you select to receive your merchandise.
There are no shipping fees for Right(s) purchased. Fees and charges including, but not limited to, charges for issuance, convenience, handling, processing, shipping, delivery (including, but not limited to, charges for courier delivery) and any other miscellaneous charges assessed by us represent, among other things, the costs we incur in providing our goods and services to you. The fees and charges we assess may be greater than our actual cost of providing those services, and we may retain a portion of all such fees and charges as profit.
We do not review, nor do we warrant or guarantee, the accuracy of any information provided by sellers of Rights in the seller comments areas of ticket listings. You should base your purchase decision solely on the information indicated by the Section, Row and Seat Number in the listing.
You are urged to review all pages displayed during your completion of a purchase or placing of a bid (when you place a bid you agree to purchase the Right(s) that you bid on if the seller of such Right(s) accepts your bid). All fees and charges relating to your transaction will be disclosed to you during the purchase and/or bidding process. If you do not agree to pay the fees or charges associated with your purchase and/or bid, you may cancel your transaction prior to completing it. All completed transactions are final, so please be sure that you have selected the proper event and Right(s) relating to such event prior to completing your purchase.
All scheduled actions including, but not limited to, listing expirations and bid expirations will be processed approximately at the date and time specified as indicated by the Flash Seats system clock. You acknowledge and accept that actual processing time may vary by seconds or in unusual cases, by minutes, from the exact time specified.
Our system will automatically complete a sale if it receives any valid offer for any listing that remains in effect. Listings will be deemed to be in effect from the time our system processes the listing action until the earlier of (i) the time our system processes the expiration of the listing or (ii) the time our system completes the processing of a retraction action for that listing.
Listings and bids are not considered retracted until they have been processed and a system confirmation has been issued.
We have the right to cancel a transaction and return the Right(s) to the person who held the Right(s) prior to the completion of the transaction in certain circumstances, including but not limited to:
- If a venue revokes any Right(s),listings and bids concerning such Right(s) will be cancelled;
- If an event is cancelled (without being rescheduled), listings for Right(s) to such event will be terminated;
- If buyer’s credit card company does not remit payment, the transaction will be cancelled;
- If a buyer, seller or transferee breaches the terms of this Agreement, we may, in our discretion, cancel any listing, bid, ask, transfer and/or pending transaction associated with such buyer, seller or transferee;
- If we deem, in our sole discretion, that a listing, bid, ask, transfer and/or transaction violates the law, this Agreement or the terms and conditions or other rules of the subject venue, we may cancel such listing, bid, ask, transfer and/or transaction.
- If the seating and/or parking Rights to an event are limited as described in Limits on Seating and Parking Rights, and you have already purchased the number of seating and/or parking Rights allowed to be purchased per person, we may cancel any of your bids and/or pending transactions relating to similar parking and/or seating Right.
- If there is an error in the pricing of a Right or when a Right is offered for sale through our marketplace, we may cancel any listing, bid, ask, transfer and/or transaction all as more fully described in Pricing and Other Errors.
If we cancel a transaction because the buyer fails to remit payment (failure to pay, invalid credit card, stolen credit card) we are only obligated to return the Right(s) associated with such cancelled transaction to the seller.
Charges to your Credit Card
If you feel that a charge has been made to your credit card in error, call our helpline or email our customer service department at firstname.lastname@example.org.
Our helpline number is 1-888-320-7328. Our helpline is available to all of our current and potential customers. Our helpline allows current and potential customers to manage/set-up their account information in any way that is permitted by our website. To access our helpline services, current customers must provide specific personally identifiable information that matches the current information in the account.
Right to Act on Instructions by Others
We and designated personnel of the venues associated with an event, event producers and/or event promoters are authorized to perform any action on your behalf that you could otherwise perform if instructed by someone in possession of your account authorization information. You agree that we may perform these actions, including, but not limited to, addition or correction of account profile information, addition of additional forms of electronic identification to your account, transferring Right(s) to others, listing Right(s) for sale, informing the caller of the status and amount of bids on your existing listings and/or accepting bids for Right(s), making bids for Right(s), and/or purchasing Right(s).
If you hold Right(s) to an event that is postponed or cancelled, you should contact the venue directly to obtain information about postponed dates of the event and whether there is an applicable refund. Refund policies vary by venue and event; by purchasing a Right, you agree to the refund policy of the associated venue and event.
In the unlikely circumstance of event cancellation, venue event cancellation policies may require that you refund your proceeds from secondary sales to the Buyer. Flash Seats reserves the right to charge your account balance and/or credit card any amounts necessary to provide refunds for seats purchased and re-sold to another party. You agree to authorize said charges and to pay in full.
Limits on Seating and Parking Rights
In an effort to give all interested customers an opportunity to purchase seating and/or parking Rights for an event, venues and promoters often set limits on the number of seating and/or parking Rights one customer or household is allowed to purchase. You will be advised of any limits on such Rights by a posting on the "Buy" page for the event, or by a system limitation on the number of Rights you may purchase during your online session. Rights purchased for an event during multiple online sessions on our website may be totaled to ensure that any venue- or promoter-imposed limitations are not exceeded. If you exceed these limits, your orders may not be fulfilled.
Availability of Rights
The availability of seating and/or parking Rights are subject to change. We may act as a sales agent for event promoters, event producers and/or venues. We do not control the number of seating and/or parking Rights or the location of seats or parking spaces that are made available for purchase. Sometimes event promoters, event producers and/or venues release additional seating Rights even after Rights to attend the event have gone on sale. Seating and/or parking Rights are also "locked" (not available) for a short time while customers complete their purchase. If a customer does not complete his/her purchase, previously locked seating and/or parking Rights are released and made available for purchase. For these reasons and others, the seating and/or parking Rights available for a given event can and do change rapidly. If you are unable to find seating and/or parking Rights to any event, please check back again. Once your purchase has been completed, we will not exchange or refund your order, even if additional seating and/or parking Rights become available at a later date.
Pricing and Other Errors
If the amount that you pay for a Right is obviously incorrect, regardless of whether it is an error in a price posted on this website or otherwise communicated to you, or you are able to order Rights before their scheduled on-sale date, then we reserve the right, at our sole discretion, to cancel your order and refund to you the amount that you paid. This policy will apply regardless of how the error occurred.
Resale of Right(s)
We permit resale of Right(s) to events (including sporting events, concerts and plays) using our marketplace to the fullest extent permitted by law. If you sell or transfer Right(s), you are responsible for ensuring that your transactions do not violate any applicable law. Additionally, you agree to comply with these terms and conditions and all applicable state and local laws, statutes, ordinances and regulations regarding the use or our service, listing of Right(s) for sale, solicitation of offers for purchase and the resell of Right(s). You also agree that you are responsible, as a seller of Right(s), for paying all taxes associated with your sale of Right(s) through our website.
Venue/Event Specific Terms and Conditions
By purchasing or accepting Right(s) to an event, you agree to be bound by the terms and conditions and other rules of the specific event and the venue where the specific event is being held. Links to venue and/or event terms and conditions that are specific to use of Right(s) to such events or at such venues can be found within each event and venue’s branded area. We recommend that you review the official terms and conditions and other rules of each event and venue to which you hold Right(s), as may be available directly from the event or venue.
Links to Other Websites
We may, from time to time, display icons, graphic or textual links to other websites, or display selected pages of other websites not affiliated with Flash Seats through framing or other means. Any content, product or service provided by other websites is subject to the control of such third parties and not Flash Seats. Our inclusion of such a link does not constitute our endorsement of such website or imply an affiliation with Flash Seats. Your access to and use of any other website is subject to the applicable user agreements of that website. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on such content, goods or services available on or through such website. We reserve the exclusive right and sole discretion to add, decline or remove, without notice, any icon or link to another website.
When you purchase and/or bid for Right(s) or merchandise from us or through our website, or when you become a registered user with us to facilitate future transactions, you are communicating with us electronically and by doing so, you consent to receive electronic communications from us regarding a purchase you are making or an event to which you have agreed to purchase tickets. Additionally, by consenting to accept electronic communications from us, you also agree that all agreements, disclosures and notices, including any updates to this Agreement, may be provided to you electronically and that an electronic communication from us satisfies any legal requirement that a communication be in writing.
When you purchase and/or bid for Right(s) or merchandise from us or through our website, or when you become a registered user with us, you agree that you have established a business or personal relationship with Flash Seats and you consent to receive email notices or advertisements from us and/or our clients in the future about events, products or services that may be of interest to you. If you are not interested in receiving email notices or advertisements from us, you should unsubscribe now (or email us at email@example.com with "Unsubscribe" in the subject line).
A portion of the content for this website is supplied by third parties. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors. Neither Flash Seats nor any third party provider of information guarantees the accuracy, completeness or usefulness of any content, nor its merchantability or fitness for any particular purpose. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement made on this website by anyone other than our authorized spokespersons while acting in their official capacities.
This website contains proprietary material and information including, without limitation, the "look and feel" of the website. All design, text, software, images, trade names, logos and other information presented on this website are protected under United States and other copyright laws and are owned by Flash Seats or are used under license from the owner of the respective intellectual property rights. In addition, the entire contents of this website are copyrighted as a collective work/compilation. Flash Seats owns copyrights in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our written permission (and the copyright owner if other than Flash Seats). If you are given permission to copy, redistribute or publish copyrighted material, you may not delete author attribution, trademark legends or copyright notices. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
Digital Millennium Copyright Act
We are committed to complying with U.S. copyright law and expect all end users who access our website, including registered users and visitors, to do the same. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on web pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, we will remove or block access to the allegedly infringing material. If a person believes in good faith that a notice of copyright infringement has been wrongly filed, such person may submit a counter-notice to us.
If you believe that your copyrights have been infringed, or if a notice of copyright infringement has been filed against you, you should seek advice of legal counsel. We are providing the following information to you for informational purposes only.
Notification of Claimed Copyright Infringement
If you believe that a web page hosted by Flash Seats is violating your rights under U.S. copyright law, you may file a complaint in respect thereof with our designated agent in the manner described below.
Flash Seats, LLC,
1500 West 3rd Street, Suite 500
Cleveland, OH 44113
For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement:
1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
See 17 U.S.C. § 512(c)(3) for more details.
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the wrongfully accused material, court costs, and attorneys’ fees.
Counter-Notification to Claimed Copyright Infringement
If a notice of copyright infringement has been filed against you, you may file a counter-notification with Flash Seats’ designated agent at the address listed above. Such counter-notification must contain the following information:
1. a physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification; and
4. our name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the federal district in which you are located, and that you will accept service of process from the complainant.
If we receive a valid counter-notification, the DMCA provides that the removed material will be restored or access re-enabled.
You should be aware that U.S. copyright law provides substantial penalties for a false counter-notice filed in response to a notice of copyright infringement.
Without limiting any other remedies that we may have available at law or in equity, upon our confirmation that you have breached any provision of this Agreement or the agreements referenced in this Agreement, we may, without notice, cancel any pending transaction you may have with us, charge you the sales fee associated with the canceled transaction and restrict or deny your access to our website and services, including any services that we provide through channels other than the Internet.
You agree that we may, under certain circumstances and without prior notice, immediately terminate your Flash Seats account. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification of the website, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the services provided by us. Termination of your Flash Seats account includes (a) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (b) barring of further use of the service provided by us. Further, you agree that all terminations for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your account or access to the services provided by us.
Any dispute relating to or arising from your purchase of or bid for any Right(s) or merchandise through this website, or arising under this Agreement in which money damages are being sought, will be resolved by binding arbitration conducted in accordance with the Commercial Rules of the American Arbitration Association. To the extent practicable, hearings will be conducted via telephone or other electronic means intended to facilitate a forum in which a hearing may be had. Any in-person arbitration proceeding will take place in Cleveland, Ohio. Upon conclusion of the arbitration, any court having jurisdiction over the matter may enter judgment on any award issued in arbitration.
THIS WEBSITE AND ALL OTHER WEBSITES HOSTED BY FLASH SEATS AND THE CONTENT CONTAINED HEREIN AND THEREIN ARE PROVIDED BY US ON AN "AS IS" BASIS. FLASH SEATS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATIONS OF THE FLASH SEATS WEBSITES, OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN. Access to our system, whether by users or potential buyers, sellers or transferees, is dependent on the Internet. We do not have any control over the Internet and thus cannot guarantee your ability to access at any particular time or times to our services, your specific user account or our marketplace. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, FLASH SEATS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR INFRINGEMENT.
Limitation of Liability
FLASH SEATS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, THAT MAY BE SUFFERED BY YOU OR ANY OTHER USER OF THE FLASH SEATS WEBSITES IN CONNECTION WITH OR AS A RESULT OF THE USE, INABILITY TO USE OR SLOW RESPONSE TIME OF THE FLASH SEATS WEBSITES, OR THE LINKED WEBSITES, OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE, EVEN IF FLASH SEATS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, YOU SPECIFICALLY ACKNOWLEDGE THAT FLASH SEATS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND YOU ASSUME THE RISK OF INJURY FROM ANY OF THE FOREGOING.
ANY LIABILITY THAT FLASH SEATS OR ITS MEMBERS, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES HAVE TO YOU UNDER ANY CIRCUMSTANCES WILL BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT EXPENDED BY YOU WITH US DURING THE TRANSACTION GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).
You agree to save, defend, indemnify and hold Flash Seats and its respective directors, officers, members, employees, agents and assigns harmless from and against all claims and expenses, including attorneys’ fees, arising out of your use of this website including, but not limited to, any use of this website that is not authorized by this Agreement.
Unless otherwise provided for herein, all notices regarding any matter pertaining to this Agreement, or the policies referenced herein, including any notice of claim, summons or subpoena will be given by first class mail or courier, postage or air bill prepaid, and sent to: Flash Seats, LLC, 1500 West 3rd Street, Suite 500, Cleveland, OH 44113, Attention: Legal Department. Notice will be deemed effective three (3) days after deposit with the United States Postal Service or courier. In addition, Flash Seats may provide notice to you by either email or Certified Mail, postage prepaid and return receipt requested, sent to the physical or email address you provided us during any transaction conducted with us. Notice will be deemed effective twenty-four (24) hours after the sending of an email (unless returned due to an invalid email address) or three (3) days after mailing.
This Agreement is to be construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions and you hereby expressly and irrevocably consent to the personal jurisdiction and venue of the State and Federal courts sitting in Cuyahoga County. This Agreement, as updated from time to time, constitutes the entire agreement between us, with respect to the terms and conditions of use of this website and supersedes all previous written or oral agreements between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. The section headings in this Agreement are for reference purposes only and in no way limit or describe the scope of a particular section. Our failure to enforce any breach of this Agreement by you or others does not mean that we have waived our right to enforce the terms of this Agreement in the future for a similar breach.