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OPENDATE DISTRIBUTION TERMS OF SERVICE
Effective as of March 6, 2026
THESE OPENDATE DISTRIBUTION TERMS OF SERVICE (these “Opendate Distribution Terms of Service”) and the rights and obligations contained in it are in addition to and are incorporated into the Opendate General Terms of Services Agreement (“Terms of Service”), the Opendate Ticketing Services Agreement (the “Ticket Services Agreement”) and the Opendate Privacy Policy (“Privacy Policy”). This Agreement governs the use of the Opendate Distribution feature made available by Opendate to Organizers and outlines the use of third-party marketplaces and platforms to sell or resell ticket (“Opendate Distribution”). Capitalized terms that are not defined in these Opendate Distribution Terms of Service have the definition provided in the Ticketing Services Agreement. In addition, the headings and subheadings throughout this Opendate Distribution Terms of Service, are for convenience only and will not restrict or affect any provisions, and are not legal guidance.
BY ACCEPTING OUR AGREEMENT, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THE TERMS OF SERVICE, THE TICKETING SERVICES AGREEMENT AND THE PRIVACY POLICY, EACH HEREBY INCORPORATED BY REFERENCE, AND EXPRESSLY AGREE TO, AND CONSENT TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED THEREIN. THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN AND SIGNED DOCUMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, WE WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU WILL BE UNABLE TO ACCESS THE OPENDATE DISTRIBUTION FEATURE. OPENDATE RETAINS SOLE DISCRETION TO APPROVE OR DENY ACCESS TO THE OPENDATE DISTRIBUTION FEATURE OR ITS PLATFORM AND SERVICES WITHOUT NOTICE OR EXPLANATION.
2. Pricing & Fees
By enabling Opendate Distribution, Organizer acknowledges and agrees that tickets distributed through Opendate Distribution are subject to various fees charged by Third Party Marketplaces, which may include fees charged to the buyer, fees charged to Organizer, or both, including but not limited to partner marketplace fees, processing fees, and service fees. Opendate has no control over the fees charged by Third Party Marketplaces and such fees are subject to change. These fees are in addition to any fees charged by Organizer or by Opendate under the applicable Order Form or Ticketing Services Agreement.
3. Inventory Management
By enabling Opendate Distribution, Organizer acknowledges and agrees that Organizer is solely responsible for ensuring that ticket inventory made available through Opendate Distribution is accurate and up to date. Opendate will use commercially reasonable efforts to sync inventory with Third Party Marketplaces in near real time; however, Opendate does not warrant uninterrupted or error-free synchronization and Organizer acknowledges that delays, interruptions, or failures may occur due to Third Party Marketplace outages, API limitations, or other technical issues outside Opendate’s reasonable control. This provision supplements the disclaimers set forth in the Master Agreement and the Ticketing Services Agreement. Overselling due to manual inventory adjustments by Organizer is solely the responsibility of Organizer, and Organizer’s obligation to address any resulting refunds or adjustments shall be governed by the Ticketing Services Agreement and applicable Marketplace Terms. In the event of overselling caused solely by a verified failure of Opendate’s own platform (and not by any act or omission of Organizer or a Third Party Marketplace), Opendate’s sole liability shall be as set forth in Section 12 of the these Opendate Distribution Terms of Service.
4. Refunds, Chargebacks and Event Cancellation or Postponement
By enabling Opendate Distribution, Organizer acknowledges and agrees that refunds related to tickets sold through Opendate Distribution are subject to the applicable policies of such Third Party Marketplace and Opendate will not have any liability for such refunds. In the event of an event cancellation or postponement, refunds for tickets sold through Third Party Marketplaces shall be subject to the applicable Marketplace Terms and the refund policies of the applicable Third Party Marketplace. Organizer acknowledges that Opendate’s ability to facilitate refunds for marketplace-sold tickets may be limited by such Marketplace Terms and that the TSA’s canceled-event refund provisions (Section 1.4(ii)) apply solely to tickets processed through Opendate Payment Processing. Organizer is solely responsible for coordinating with applicable Third Party Marketplaces with respect to any event cancellation or postponement affecting marketplace-distributed tickets.
Chargebacks initiated by consumers for tickets purchased through Third Party Marketplaces will be handled by the applicable Third Party Marketplace in accordance with its Marketplace Terms and payment scheme rules. To the extent any marketplace chargeback results in Opendate being required to repay all or a portion of proceeds previously remitted to Organizer, Organizer shall promptly reimburse Opendate for such amounts, consistent with Organizer’s obligations under Section 1.5 of the Ticketing Services Agreement. Opendate will use commercially reasonable efforts to notify Organizer of any material chargeback activity on its marketplace-sold tickets.
5. Settlement
By enabling Opendate Distribution, notwithstanding any payment terms in any applicable Order Form, the Terms of Service, the Ticketing Services Agreement or any other written agreement between Organizer and Opendate to the contrary, Organizer understands and agrees that proceeds from tickets sold through Opendate Distribution will be remitted to Organizer within ten (10) business days after Opendate has actually received the applicable settled funds from the Third Party Marketplace, less any applicable fees, chargebacks, or deductions. Opendate’s obligation to remit is expressly conditioned upon receipt of cleared funds from the applicable Third Party Marketplace. Organizer further acknowledges and agrees that, because settlement timelines are controlled by the applicable Third Party Marketplace, the remittance of Distribution proceeds will generally occur after the applicable event has concluded; provided, however, Opendate’s obligation to remit is conditioned solely on its actual receipt of cleared funds from the Third Party Marketplace, and not on any specific post-event date. In the event that a Third Party Marketplace fails to remit proceeds to Opendate for any reason, including insolvency, fraud, or policy enforcement, Opendate shall have no obligation to remit such proceeds to Organizer. Opendate will use commercially reasonable efforts to pursue recovery of such funds and will remit any recovered amounts to Organizer, net of reasonable recovery costs, promptly upon receipt. This provision supplements (and, with respect to marketplace proceeds, supersedes) the payment provisions of the Ticketing Services Agreement.
6. Revocation
Organizer may disable Opendate Distribution at any time through the Opendate platform. Upon disablement, Opendate will use commercially reasonable efforts to remove unsold inventory from Third Party Marketplaces as promptly as practicable, and in any event within forty-eight (48) hours of disablement, subject to the applicable Third Party Marketplace’s processing times. Opendate shall not be liable for any sales that occur through a Third Party Marketplace prior to completion of such removal. Disabling Distribution will not affect tickets already sold through Third Party Marketplaces prior to such disablement, and any obligations with respect to such tickets (including settlement and, where applicable, refunds) shall continue to be governed by these terms. Notwithstanding the foregoing, Opendate reserves the right to suspend or terminate an Organizer’s access to Opendate Distribution at any time, with or without notice, in the event of Organizer’s breach of these terms, violation of any Marketplace Terms, or if required by a Third Party Marketplace or applicable law.
7. Liability
By enabling Opendate Distribution, Organizer acknowledges and agrees that Opendate is not responsible for any third party errors, delays, policy changes, suspensions, terminations, or other actions by Third Party Marketplaces. Organizer acknowledges that any disputes arising from sales on Third Party Marketplaces will be subject to the applicable Marketplace Terms, and Opendate is not a party to and has no obligation to participate in such disputes.
8. Representations
By enabling Opendate Distribution, Organizer represents and warrants that (a) the person enabling Opendate Distribution is duly authorized to act on behalf of Organizer and to bind Organizer to these terms and conditions; (b) such enabling does not violate any third-party exclusivity or other ticketing agreement to which Organizer is a party; and (c) the representations and warranties set forth in Section 7 of the Ticketing Services Agreement extend to and cover Organizer’s use of Opendate Distribution and the tickets made available through Opendate Distribution.
9. Data Sharing
By enabling Opendate Distribution, Organizer acknowledges that Opendate will share event information, ticket data, and, to the extent required by applicable Marketplace Terms, purchaser information with Third Party Marketplaces for order fulfillment purposes. Such sharing is governed by Opendate’s Privacy Policy. Organizer represents that its own privacy policy discloses the possibility of data sharing with third-party distribution partners.
10. DISCLAIMER OF WARRANTIES
OPENDATE DISTRIBUTION IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. OPENDATE DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE OPENDATE DISTRIBUTION SERVICES. OPENDATE DOES NOT WARRANT OR GUARANTEE THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS, IN EACH CASE WITH RESPECT TO OPENDATE DISTRIBUTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENDATE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE FEATURES OF THE SITE AND SERVICES THAT COMPRISE OPENDATE DISTRIBUTION, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. OPENDATE HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CONTENT OR USER COMMUNICATION WITH RESPECT TO OPENDATE DISTRIBUTION.
11. INDEMNITY FOR THIRD-PARTY ACTIONS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD HARMLESS OPENDATE, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “OPENDATE PARTIES”) FROM AND AGAINST (I) ALL CLAIMS, LOSSES, LIABILITIES, SETTLEMENTS, FINES, PENALTIES, ACTIONS, LAWSUITS AND LEGAL ACTIONS BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE OPENDATE PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF OPENDATE DISTRIBUTION; (B) YOUR VIOLATION OF THESE OPENDATE DISTRIBUTION TERMS OF SERVICE; (C) ANY CONTENT OR FEEDBACK YOU PROVIDE TO OPENDATE OR POST THROUGH THE PLATFORM, INCLUDING ANY INFRINGEMENT OF THIRD-PARTY RIGHTS; (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY; OR (E) ANY ALLEGATION THAT THE CONTENT YOU PROVIDE OR DATA OR INFORMATION YOU INPUT INTO THE OPENDATE SITE INFRINGES, MISAPPROPRIATES, OR VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY (COLLECTIVELY, “THIRD-PARTY ACTIONS”); AND (II) ANY AND ALL LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS AND EXPENSES (INCLUDING PAYMENT OF THE OPENDATE PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE OPENDATE PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE OPENDATE PARTIES, OR MADE BY ANY OF THE OPENDATE PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD-PARTY ACTION (COLLECTIVELY, “THIRD PARTY RELATED LOSSES”).
YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATIONS TO THE OPENDATE PARTIES APPLY EVEN IF SUCH THIRD-PARTY ACTION AND THIRD-PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE OPENDATE PARTIES.
HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION THAT WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE OPENDATE PARTIES, OR GROSS NEGLIGENCE OF THE OPENDATE PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE.
“THIRD PARTY” MEANS ANY PERSON OR ENTITY OTHER THAN ORGANIZER AND OPENDATE, AND INCLUDES WITHOUT LIMITATION CONSUMERS, THIRD PARTY MARKETPLACES, PAYMENT PROCESSORS, VENUE OPERATORS, ARTISTS, PROMOTERS, AND ORGANIZER’S EMPLOYEES, CONTRACTORS, AND AGENTS.
Opendate reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify Opendate, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Opendate’s prior written consent.
12. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL OPENDATE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO OPENDATE DISTRIBUTION, THE SITE OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) YOUR USE OR INABILITY TO USE OPENDATE DISTRIBUTION, THE SITE OR SERVICES; (B) ANY CHANGES TO OR INACCESSIBILITY OF OPENDATE DISTRIBUTION, THE SITE OR SERVICES; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND/OR (E) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH OPENDATE DISTRIBUTION OR THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY IN THOSE CASES. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THESE OPENDATE DISTRIBUTION TERMS OF SERVICE, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY ORGANIZER TO OPENDATE WITH RESPECT TO OPENDATE DISTRIBUTION FOR THE SPECIFIC EVENT AT ISSUE.
13. Other Agreements
Except as expressly set forth herein, the terms and conditions of the applicable Order Form, Terms of Service, and Ticketing Services Agreement to which Organizer is a party will continue in full force and effect. In the event of any conflict between these terms and conditions and the applicable Order Form or Terms of Service (Master Agreement) with respect to the Opendate Distribution feature, these terms and conditions shall control. In the event of any conflict between these terms and conditions and the Ticketing Services Agreement, the Ticketing Services Agreement shall control, except that with respect to (a) the settlement and remittance of proceeds from tickets sold through Opendate Distribution, Section 5 of these terms and conditions shall control and (b) the limitation of liability applicable to Opendate Distribution claims, Section 12 of these terms and conditions shall control.
14. Amendments
Opendate reserves the right to modify or update these Opendate Distribution Terms of Service at any time. Opendate will provide Organizer with at least thirty (30) days' advance notice of any material changes by posting the updated terms and conditions at the URL incorporated into the applicable Order Form and, where practicable, by providing notice through the Opendate platform or via email to the address associated with Organizer's account. The updated terms and conditions will identify the effective date of the revision. Organizer's continued use of Opendate Distribution after the effective date of any such modification constitutes Organizer's acceptance of the modified terms and conditions. If Organizer does not agree to the modified terms and conditions, Organizer's sole remedy is to disable Opendate Distribution prior to the effective date of the modification. Opendate will maintain a version history of these terms and conditions, and prior versions will be available upon request.