instastub.com User Agreement

The use of the online services provided by instastub.com ("instastub") is governed by the terms and conditions set out below ("this Agreement"). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.

Definitions and Interpretation

1.1

In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:

Amendment Date

has the meaning given in clause 17.1

Buyer

means a person who offers to purchase a Ticket advertised on instastub.com from a Seller

Default Sale Terms

means the template terms and conditions provided by instastub.com to Sellers which Sellers use as the terms and conditions governing the sale of their Ticket

Fees

means the fees and charges of instastub.com which it applies from time to time in relation to the Services

instastub

means instastub.com - US Company

instastub.com

means the instastub Ticket and underlying software and infrastructure which permits the holding of Ticket Sales

Indemnified

has the meaning given in clause 15

Listing

means the advertisement placed by a Seller on instastub.com for the sale of the Seller's Ticket

Personal Information

has the meaning given in clause 11.1

Instant Sale

means a sale of the Ticket between a Buyer to a Seller

Purchase Price

means the purchase price set by the Seller and agreed upon by the Buyer as part of a Instant Sale

Rules

means the policies, rules and procedures of instastub in relation to the holding of, or participation in Sales or the use of instastub.com. A copy of the Rules may be found here: instastub Site Rules

Sale Agreement

has the meaning given in clause 5.1

Seller

means an owner of a Ticket who has the right and wishes to sell that Ticket and who uses instastub.com to advertise the Ticket for sale

Services

means the services provided by instastub which are described in clause 2

Success Fee

means a Fee that may be payable by the Seller upon (a) the conclusion of a Sale

User Account

means an online account with instastub which enables you to use instastub.com

Ticket

means a Ticket which a Seller wishes to sell to a Buyer using instastub.com

1.2

In the interpretation of this Agreement, unless the contrary intention appears:
1. a reference to this Agreement means a reference to an agreement between you and instastub on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;
2. the words "includes" or "including" mean "includes without limitation" or "including without limitation";
3. a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
4. the singular includes the plural and vice versa;
5. a reference to any gender includes a reference to all other genders;
6. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
7. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
9. headings are inserted for convenience only and do not affect the interpretation of this Agreement.
Services Offered by instastub

2.1

instastub provides an online service, in accordance with and subject to, the terms and conditions of this Agreement, whereby ("Services"):
1. Sellers may, via instastub.com, advertise their Ticket for sale whether by way of a Instant Sale;
2. Buyers may, via instastub.com, elect to purchase their Tickets;
2.2

You, as a user of the Services, may use the Services in the capacity as a Seller, Buyer or both a Seller and a Buyer. The terms and conditions of this Agreement will apply to your use of the Services in either or both of those capacities.
Creating a User Account to Use the Services

3.1 Creating a User Account
1. You agree to create a User Account with instastub in order to use the Services.
2. Your User Account will be created using instastub's easy online sign up process, or any other method specified by instastub from time to time.
3. Your User Account will permit you to login to instastub.com to manage your User Account, make use of instastub.com and to manage other details involving your relationship with instastub.
4. You agree to keep confidential and secure any username or password used to access your User Account.
5. You warrant that all information provided to instastub in the setup of your User Account is true and correct in every detail.
6. All users of the Services must be 18 years of age or older. By creating a User Account, you represent and warrant to instastub that you are 18 years of age or older and you can form legally binding agreements under applicable law. You may however permit minors under 18 years of age to use your User Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your User Account occurs under your supervision at all times. If you do permit a minor to use your User Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify instastub against any loss, cost, expense or damage it may suffer as a result of the same.
7. You agree to only maintain one User Account in relation to your use of the Services and instastub.com.
8. You agree to provide instastub with all identification documents (including copies of passports and drivers licences) which instastub requests from you from time to time for the purposes of verifying your identity.
3.2 Use of Your User Account and instastub.com

You agree that you will only use your User Account and instastub.com for the purposes of using the Services and for no other purpose. In particular, in using your User Account and accessing instastub.com, you will not:
1. breach the Rules;
2. resell or sublicense the use of instastub.com or your User Account to any other person;
3. use your User Account in a fraudulent or illegal manner, or email or send any materials from your User Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
4. use your User Account to stalk or harass another person;
5. use your User Account to impersonate any person in any way whatsoever;
6. use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;
7. use your User Account for sending advertising, chain letters, junk mail, "spamming" or any other type of unsolicited email;
8. forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Services;
9. use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
10. use your User Account in such a way which damages instastub.com or denies access to instastub.com to other users of instastub.com;
11. intentionally or recklessly use your User Account in a way that degrades the performance of instastub.com for other users; and
12. cancel an Instant Sale initiated by you (including any cancellation as a result of a termination of this Agreement) for the purpose of contracting separately with a Buyer you meet through instastub.com which results in you avoiding paying instastub any Fees (including a Success Fee). In these circumstances, without limiting instastub remedies against you, instastub may recover its lost Fees from you by suspending your User Account and/or deducting its loss from any instastub Credits in your User Account.
Instant Sales

4.1 Conduct in Accordance with the Rules

Your participation as a Buyer or Seller in a Instant Sale will at all times be governed by the Rules. You agree that you are bound by the Rules and will comply with the Rules.

4.2 Advertising a Instant Sale

You may, as a Seller, advertise your Ticket for sale via an Instant Sale. You may do so by placing a Listing on instastub.com.

4.3 Tickets You Can Sell
1. You must only list Tickets for sale which you own and which you are entitled to sell. By creating a Listing for a Ticket, you are warranting to instastub and to each Buyer that:
  1. you are the owner of all Property Rights and all other rights, title and interest in the Ticket;
  2. the Ticket and all of its components are transferable to the Buyer;
  3. all Third Party Agreements are transferable to the Buyer; and
  4. the Buyer may be registered as the owner of the Ticket and that Ticket may be transferred to another Buyer.
2. You are restricted from placing Listings to sell Tickets which:
  1. are obscene, vulgar and/or deemed by instastub to be offensive;
  2. contain material which infringes the Property Rights of a third party or which assists others to infringe the Property Rights of a third party;
  3. are engaged in activities which contravene the law of any territory; or
  4. contravene any provision of the Rules.
4.4 Instant Sale Requirements

In listing your Ticket for Instant Sale, you agree to comply with the requirements in relation to Auctions and Instant Sales as set out in these terms and conditions or as set out in the Rules.

When you advertise your Ticket for Sale:
1. you must specify all details requested by instastub.com in relation to the Sale;
2. you must conduct the transaction using the Sale engine provided by instastub.com;
3. you must conduct the sale in accordance with the Rules; and
4. you must sell your Ticket to the Elected Buyer.
When you advertise your Ticket for Instant Sale:
1. you must specify all details requested by instastub.com in relation to the Instant Sale;
2. you must conduct the Instant Sale using the Instant Sale engine provided by instastub.com; and
3. you must conduct the Instant Sale in accordance with the Rules.
4.5 Conduct of Buyers

As a Buyer, you may elect to purchase a Ticket of a Seller via instastub.com. Your option to purchase must be submitted via instastub.com. All offers to purchase a Ticket must be made in accordance with the Rules.

4.6 What must be sold as part of a Ticket

Any Ticket listed for sale on instastub.com must offer for sale:
1. Original Valid PDF ticket issued by the venue or promoter of the event;
Legal Relationship Between Buyers and Sellers

5.1 Legal Status of Agreeing to Sell a Ticket
1. When a Seller agrees to sell a Ticket to a Buyer (by way of Instant Sale) and the Buyer agrees to purchase that Ticket, then that agreement for the sale of the Ticket ("Sale Agreement") will be legally binding on both the Seller and the Buyer.
2. An election to purchase a Ticket, made in a Instant Sale, is binding and irrevocable on the Buyer.
instastub's Role in Relation to Auctions and Instant Sales

6.1 instastub.com provides a software engine and Website to enable:
1. Sellers and Buyers to meet;
2. Sellers to place Listings to advertise their Tickets for sale; and
3. Sellers to conduct Instant Sales of their Tickets.
6.2 You acknowledge and agree that:
1. instastub is not an auctioneer;
2. instastub does not conduct Auctions or sales on behalf of Sellers. All Sales are conducted by Sellers on their own behalf;
3. instastub does not facilitate payments between Buyers and Sellers;
4. instastub and its Associates are not responsible in any way for the compliance by each Buyer or Seller with the Sale Agreement. instastub does not guarantee and cannot ensure that a Buyer or Seller will actually complete a sale of a Ticket or act lawfully in their use of instastub.com; and
5. instastub merely provides the software and website (being instastub.com) by which Seller's may conduct their own Instant Sales.
6.3

You agree that instastub is an independent service provider to you and is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of a Ticket. instastub's only role in that sale is the role set out in clauses 6.1 and 6.2above.

6.4

You agree that you do not have the power to bind instastub in relation to any obligation owing to a third party. You agree that by using the Services (either as Seller or Buyer) that instastub, in providing the Services and your access to instastub.com, is providing a platform for you as a Seller efficiently deliver a Ticket to a Buyer and as a Buyer purchase and receive delivery of a Tciket. instastub is not a party to any transaction or agreement between any Seller or Buyer and is not responsible for any act or omission of any Seller or Buyer.
Payments

7.1 Fees payable by a Seller
1. When you, as a Seller, set up a Listing for the sale of your Ticket, you will pay instastub its Fees which relate to the setup of the Listing and the sale of the Ticket.
2. The Fees will be payable at the times specified by instastub on instastub.com (which may change from time to time).
7.2 How the Seller's Fees are paid

Fees are automatically deducted once the buyer has paid the seller via PayPal using IntsaStub services. The Fees are paid instantly with your use of instastub and/or any other method of payment which is specified by instastub from time to time which may include credit card, PayPal, direct debit, or telegraphic transfer.
Processing of Refunds

8.1 How refunds are paid

If instastub issues you a refund, that refund will be paid to you using the same payment methods you used to pay any Fees to instastub as described in clause b or via any other method instastub chooses from time to time.

8.2 Withdrawal of a Instant Sale or Auction

If you, as a Seller withdraw a Instant Sale (where permitted by the Rules), then unless we otherwise expressly state to the contrary, there will be no refund of any amount of the Seller Fees paid in respect of the Instant Sale or Auction.

8.3 Circumstances in which a refund may be paid
1. instastub may refund an amount of any instastub Fees paid by you if:
  1. any refund policy in the Rules entitle you to a refund; or
  2. instastub is required by law or considers that it is required by law to do so.
2. instastub's determination as to whether a refund is required by this claus 9.3 is final and conclusive and may not be challenged by you.
SUSPENSION OF THE SERVICES

9.1

Without limiting instastub's other rights arising under this Agreement, instastub may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:
1. instastub considers that you have breached any of your obligations to instastub under this Agreement;
2. instastub considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to instastub;
3. you are using your User Account or the Services for illegal or fraudulent means or in a manner which instastub in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
4. in instastub's sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on instastub's servers or instastub's other services;
5. if a notice of a claimed copyright infringement has been lodged against you; or
6. if instastub has reasonable grounds to believe that you are a repeat infringer of copyright or other Property Rights.
9.2

You agree:
1. instastub may suspend the Services where permitted under clause 10.1 at any time including without limitation, during or after a Listing
2. instastub's suspension of the Services may, in instastub's sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and
3. instastub may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.
9.3

During a suspension of your User Account, any Listings (whether for Auction or Instant Sale) will be suspended or terminated (as determined by us in our sole and absolute discretion).
Privacy

10.1

instastub will collect your personal information including your name, contact details and payment details (including, without limitation, credit card details) ("Personal Information"). All Personal Information will be handled, used, maintained and disclosed by instastub in accordance with all applicable privacy laws and data protection laws as well as its privacy policy which applies from time to time.

10.2

You agree that you will only use the Personal Information of other Sellers or Buyers for the purposes of this Agreement and for the purposes of interacting with them in relation to the sale or purchase of a Ticket. Unless separately agreed between you and another Seller or Buyer, you must not use their Personal Information for any other purpose.

10.3

You warrant to instastub and its third party providers that you will comply with all privacy laws and data protection laws (including, without limitation, the Australian Privacy Act 1988 (Cth)) in relation to the storage, use and transfer of Personal Information.
YOUR GENERAL OBLIGATIONS

You agree that:

11.1

you will not use the Services for any illegal or fraudulent purpose or for any purpose other than participating in Instant Sales or Auctions as a Seller or Buyer;

11.2

you will comply with all laws which must be complied with in relation to a Listing or the sale or purchase of a Ticket;

11.3

you will comply with any export restrictions which may apply to the export or import of Tickets or other Intellectual Property Rights to locations inside or outside United States or the territory in which you are located;

11.4

you warrant that you will not, by engaging instastub to provide the Services, place instastub in breach of any law or obligation owing to a third party;

11.5

you will not undertake any act or cause any omission which will bring instastub, its brand or other Sellers and Buyers into disrepute;

11.6

you will not use the Services in a manner that may lead to the suspension of the Services under clause 10.1; and

11.7

you will provide instastub with all information requested by instastub which instastub requires to provide the Services.
Term and Termination

12.1

This Agreement will commence on the date that you first use services by instastub and will terminate at the later of the date that:
1. the User Account is terminated or closed; or
2. you otherwise permanently cease using the Services.
12.2

If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, or you otherwise recommence to use the Services, then you will again become bound by this Agreement at that time.

12.3

This Agreement and your User Account may be terminated by instastub at any time for any reason whatsoever with or without notice to you.

12.4

This Agreement may be terminated by instastub immediately on written notice to you:
1. if you are in default or breach of this Agreement; and
2. instastub has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;
3. instastub has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights; or
4. without cause by giving thirty (30) days notice to you.
12.5

Upon the termination of this Agreement:
1. any Listings which you have placed on instastub.com will Instantly terminate;
2. instastub will, within a time period determined by instastub, withdraw the use of the Services from you;
12.6

Clauses 3.2, 9, 11, 12.5, 13, 14 and 15 will survive the termination of this Agreement.
LIMITATION OF LIABILITY AND IMPLIED TERMS

13.1

You acknowledge that instastub and its Third Party Providers have made no warranties that the Services will be continuous or error free.

13.2

You acknowledge and agree that instastub and its Third Party Providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by instastub under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 14.7 and 14.8, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.

13.3

Subject to clause 13.5, you agree that instastub and its Third Party Providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential loss or damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether or not as a result of any breach or default by, or any negligence of, instastub or its Third Party Providers.

13.4

The maximum aggregate liability of instastub under this Agreement for any and all breaches of this Agreement and for any negligent or other act or omission in relation to this Agreement, will not exceed the amount of the Fees paid by you to instastub.

13.5

Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of instastub will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
Indemnity

You indemnify instastub, its agents, officers, employees, and Third Party Providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the Indemnified suffer or incur as a direct or indirect result of:
1. any breach by you of any representation, warranty or term of this Agreement;
2. any acts or omissions by you which are described in clause 10.1;
3. any breach by you of your obligations to a third party, including another Seller or Buyer;
4. any infringement by you of the rights of a third party including Intellectual Property Rights; and
5. any legal proceedings threatened or initiated against instastub by a third party as a result of the events described in clause 15(a) to (d) above.
Intellectual Property

15.1

You acknowledge that instastub is the owner of all Intellectual Property Rights which subsist in your User Account and instastub.com (but not your Ticket). You acknowledge that you have no Intellectual Property Rights in your User Account or in instastub.com.

15.2

You acknowledge that the obligations of Sellers and Buyers in relation to the transfer of the Intellectual Property Rights in a Ticket from a Seller to a Buyer will be set out in the Sale Agreement.

15.3

Each Seller warrants to instastub that its Ticket and its Listing at all times will not infringe the Property Rights of a third party.

15.4

You acknowledge and agree that instastub will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the supply or purchase of a Ticket or in relation to a Listing.

15.5

You hereby grant instastub a royalty free, irrevocable, worldwide, perpetual licence to display and use the contents of your Listing on instastub.com, including any excerpts from your Ticket which are contained in your Listing.
FORCE MAJEURE

16.1

You agree that instastub and its Third Party Providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in instastub complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:
1. fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
2. denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
3. a significant demand is placed on instastub's services which is above the usual level of demand and which results in a failure of instastub's software and hardware to function correctly;
4. the failure of any third party (including without limitation, any bank or other financial organisation) to fulfill any obligations to instastub; or
5. any other circumstances or events which are beyond the reasonable control of instastub or the Third Party Provider (as the case may be).
MISCELLANEOUS

17.1

instastub may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to you ("Amendment Date"). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or instastub.com after the Amendment Date.

17.2

Unless otherwise requested in writing by you, instastub may use your corporate identity (if applicable) as part of promoting the Services and instastub on the world wide web.

17.3

Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:
1. in the case of a notice delivered by hand, when so delivered;
2. in the case of a notice sent by pre‑paid post, on the third day after the date of posting;
3. in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or
4. in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient.
17.4

This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.

17.5

A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

17.6

If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

17.7

instastub may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of instastub (which may be withheld).

17.8

The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

17.9

This agreement is governed by, and must be construed in accordance with, the laws of the United States of America.