Terms & Conditions

1. Scope

These Terms and Conditions (hereinafter "Terms") apply to the use of the SyncSeats platform, operated by SyncSeats UG (haftungsbeschränkt), Staffelstr. 3A, 94051 Hauzenberg, Germany, registered in the Commercial Register of Amtsgericht Passau (Local Court of Passau) under HRB 12960 (hereinafter "Provider", "we", or "us").

By registering for and using the platform, the user accepts these Terms. Deviating, conflicting, or supplementary terms of the user shall not become part of the contract unless we expressly agree to their applicability in writing.

These Terms apply to both consumers (§ 13 BGB, German Civil Code) and entrepreneurs (§ 14 BGB).

2. Description of Services

SyncSeats is a web-based platform that enables users to manage, list, and sell event tickets across various marketplaces (e.g., StubHub, Viagogo, Ticketmaster). Our services include in particular:

• Creation and management of ticket listings on multiple marketplaces
• Automatic synchronization of inventory and prices across connected marketplaces
• Import of ticket inventory by connecting external marketplace accounts
• Order management and fulfillment processes
• Provision of analytics and financial overviews
• Processing of payouts to users
• Communication tools for transactions and support

SyncSeats does not act as a buyer or seller of tickets. We solely provide the technical infrastructure. Contracts for the purchase or sale of tickets are concluded exclusively between the respective users and the marketplaces or end customers.

3. Registration and User Account

Use of the platform requires registration. Registration can be completed via an email/password procedure or via Google login (OAuth). The user agrees to:

• Provide truthful, complete, and current information during registration
• Keep their registration data up to date
• Keep their password confidential and protect access to their account
• Notify us immediately of any unauthorized use of their account

The user is responsible for all activities carried out through their account. Only one account may be created per natural or legal person.

We recommend enabling two-factor authentication (2FA) for additional account security. 2FA can be set up in the account settings.

We reserve the right to reject registration without providing reasons or to suspend an existing account, particularly in the event of violations of these Terms.

4. Identity Verification (KYC)

To use the full platform features – in particular for creating listings and receiving payouts – successful identity verification (Know Your Customer, KYC) is required.

Verification is carried out via our service provider Sumsub and involves the submission of a valid identity document and a selfie image. The user undertakes to submit only their own valid and unaltered documents.

We reserve the right to restrict platform usage if identity verification is not successfully completed or if there are doubts about the user's identity. The processing of KYC data is carried out in accordance with our Privacy Policy.

5. Connecting External Marketplace Accounts

The platform allows users to link their existing accounts on external ticket marketplaces (e.g., Ticketmaster, AXS) to automatically import ticket inventory.

By linking an external marketplace account, the user confirms that they are authorized to use the credentials for the respective account and consents to the encrypted storage and processing of these credentials for the purpose of ticket import.

We store credentials exclusively in encrypted form (AES-256-GCM) and transmit them in encrypted form to our marketplace integration partner for the purpose of inventory import. The user can remove the link at any time via the platform; the stored credentials will be immediately deleted thereafter.

We assume no liability for actions taken by external marketplaces as a result of the automated account connection (e.g., account suspensions or policy changes).

6. Fees and Payment Terms

Registration and the use of SyncSeats' basic features are free of charge. For each sale successfully processed through the platform, we charge a service fee of 5% (standard tariff, as of June 2026). The service fee is calculated on the amount remaining after deduction of the sales commission charged by the respective marketplace (calculated in this order). High-volume sellers may have individually agreed, deviating fee rates in text form. The fee rate applicable to your account is shown to you transparently before contract conclusion and at any time in your account settings under “Fees”; any further or higher fees are explicitly disclosed before a listing is confirmed.

In addition, the respective marketplace retains its own sales commission. This marketplace commission is deducted from the sales proceeds and borne by the seller. The amount payable to the seller therefore corresponds to the gross sale price less (i) the marketplace commission and (ii) the SyncSeats service fee.

Unless otherwise stated, all prices are gross prices including any applicable statutory value-added tax. For entrepreneurs within the meaning of § 14 BGB, invoices may be issued as net invoices with a reference to the reverse-charge mechanism (Art. 196 VAT Directive, § 13b UStG), provided the statutory requirements are met.

We reserve the right to change the fee structure with reasonable advance notice (at least 30 days). In such cases, the user has the right to terminate the contract for cause effective as of the date on which the changes take effect.

7. Payouts

Payouts for successfully completed sales are made by bank transfer to the account specified by the user in the payout settings.

Requirements for a payout:

• Successful identity verification (KYC status: approved)
• Complete payout preferences (IBAN, BIC, account holder)
• Complete tax information
• Completed fulfillment (proof of transfer uploaded and confirmed)
• The event date has passed. Sellers with a sufficiently high trust status (trust score) may be paid out before the event date in accordance with the platform rules applicable from time to time
• Minimum payout amount reached
• No active dispute regarding the transaction

Payout methods, fees and minimum amounts:

Depending on the stored preference, payouts are made as a SEPA transfer (in EUR) or as an international transfer in the recipient's currency via our payment service provider. All payouts are funded and executed through our payment service provider, which charges a payout fee (currency-transfer fee); this fee is disclosed before you confirm the request and deducted from the payout amount. The minimum payout amount is €100, unless otherwise individually agreed.

Statutory value-added tax may apply to the SyncSeats service fee and to the payout fee; it is disclosed and deducted as part of the payout settlement (cf. Section 6).

Changes to payout preferences (particularly bank account details) require additional security verification (password, email code, and 2FA if applicable).

We reserve the right to withhold payouts if there is a reasonable suspicion of fraud, breach of contract, or an active dispute. In such cases, we will notify the user without delay.

8. User Obligations

The user agrees in particular to:

• Use the platform only in compliance with applicable laws
• Only offer tickets that they rightfully possess and can actually deliver
• Comply with the terms of connected marketplaces
• Not post false, misleading, or fraudulent listings
• Only submit their own valid identity documents for KYC verification
• Only link marketplace accounts for which they are authorized
• Fulfil fulfillment obligations for sales in a timely manner (upload proof of transfer promptly)
• Not use the platform for unlawful purposes
• Not take any actions that could impair the functionality of the platform
• Not make automated requests to the platform that exceed intended use
• Independently comply with applicable tax law requirements

Violations of these obligations may result in the immediate suspension of the user account and termination without notice.

9. Delivery, Non-Delivery and Cost Consequences

The seller is obliged to deliver the sold tickets completely, correctly and on time. The decisive deadline is the delivery deadline shown in the seller dashboard; at the latest, the tickets must be available to the end customer or in the respective marketplace system 24 hours before the start of the event (“in-hand deadline”). The seller uploads the proof of delivery via the platform in good time.

If the seller fails to deliver, or fails to deliver on time or properly, the following cost consequences apply, differentiated by responsibility:

a) Successful delivery

The service fee under Section 6 applies. The payout amount corresponds to the gross sale price less the marketplace commission and the service fee.

b) Late delivery accepted by the marketplace

Letter a) generally applies. A price reduction made by the marketplace, or an amount withheld by the marketplace, is passed on to the seller and deducted from the payout amount accordingly.

c) Non-delivery or defective/late delivery for which the seller is responsible

If the seller fails to deliver, or delivers late or improperly, and is responsible for this (including a cancellation by the marketplace based on this), no service fee applies and no payout is made. The seller bears all additional costs actually incurred as a result, in particular:

• the cost of sourcing equivalent replacement tickets for the end customer in full (100%), even where this exceeds the original sale price;
• cancellation, processing or penalty fees as well as chargebacks charged by the marketplace, to the extent these are invoiced to SyncSeats or the end customer.

These amounts represent the loss or expense actually incurred by SyncSeats or the end customer (§§ 280, 281, 670 BGB) and are passed on in the amount actually incurred. This does not constitute a flat-rate contractual penalty.

d) Cancellation through no fault of the seller

If a sale is cancelled for reasons for which the seller is not responsible (e.g. cancellation or postponement of the event, a justified withdrawal or cancellation by the end customer, an error of the marketplace), no service fee applies and no payout is made; no further costs are charged to the seller.

e) Withdrawal or reversal after delivery

If the seller subsequently retracts a delivery that has already been made – in particular by revoking or cancelling the ticket transfer after the proof of delivery has been uploaded, recalling the tickets, or transferring the same tickets elsewhere – or if an already delivered sale is otherwise reversed for reasons for which the seller is responsible (e.g. chargeback), this is treated like a non-delivery under letter c): any payout claim lapses retroactively, amounts already paid out must be reimbursed to the Provider, and the seller bears all additional costs actually incurred (100% replacement sourcing, fees/penalties charged by the marketplace, and chargebacks).

f) Proof of lower loss (consumers)

Insofar as the seller is a consumer (§ 13 BGB), the seller is permitted to prove that SyncSeats incurred no loss or expense, or a significantly lower amount than the amount passed on. Upon request, SyncSeats will disclose the underlying marketplace records. No flat-rate penalty claim exceeding the loss or expense actually incurred exists against consumers.

g) Set-off and due date

SyncSeats is entitled to set off the foregoing claims against the seller's payout claims. Any excess amount will be invoiced separately and is due for payment within 14 days of receipt of the invoice. The right to assert further, specifically proven damages remains unaffected.

10. Platform Availability

We strive to ensure uninterrupted availability of the platform. However, no guarantee of a specific level of availability is given. We reserve the right to restrict the operation of the platform in whole or in part at any time if this is necessary taking into account our interests and those of users (e.g., for maintenance work, security updates, or in the event of technical disruptions).

11. Intellectual Property

All rights to the platform, including the software, design, trademarks, and content, belong to the Provider or its licensors. The user is granted a simple, non-transferable, non-sublicensable right to use the platform for the duration of the contractual relationship.

Reproduction, distribution, modification, or any other use of the platform or its content beyond the intended use is not permitted without the prior written consent of the Provider.

12. Limitation of Liability

We are liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body, or health.

In cases of slight negligence, we are only liable for the breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable, contract-typical damage.

We are not liable for damages arising from the use of third-party marketplaces connected through the platform. In particular, we assume no liability for:

• The legality of tickets traded through the platform
• The execution or cancellation of events
• Decisions of connected marketplaces (e.g., account suspensions, policy changes)
• Actions or omissions of the KYC service provider
• Lost profits or indirect damages, to the extent permitted by law

The above limitations of liability also apply in favour of our legal representatives and vicarious agents.

13. Data Protection

Information on the collection and processing of personal data can be found in our Privacy Policy. The Privacy Policy forms an integral part of the contractual relationship between the user and the Provider.

14. Right of Withdrawal for Consumers

If you are a consumer within the meaning of § 13 BGB (German Civil Code), you have a right of withdrawal in accordance with the following provisions:

Right of Withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of conclusion of the contract.

To exercise your right of withdrawal, you must inform us (SyncSeats UG (haftungsbeschränkt), Staffelstr. 3A, 94051 Hauzenberg, email: contact@syncseats.com) of your decision to withdraw from this contract by means of a clear statement (e.g., a letter sent by post or an email). To meet the withdrawal deadline, it is sufficient for you to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

Effects of Withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested that the services begin during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Early Expiry of the Right of Withdrawal

For a service contract, the right of withdrawal expires early if we have fully performed the service and have only started performance after you have given your express consent and at the same time acknowledged that you will lose your right of withdrawal upon full performance of the contract by us (§ 356 (4) BGB). For an individual paid intermediation service (e.g. a successful ticket sale through the platform), we therefore ask you for a corresponding express declaration before performance commences.

Model Withdrawal Form

(Complete and return this form only if you wish to withdraw from the contract.)

The right of withdrawal does not apply to entrepreneurs within the meaning of § 14 BGB.

15. Term and Termination

The usage agreement is concluded for an indefinite period and may be terminated by either party at any time without providing reasons.

The user may delete their account at any time via the account settings or request deletion by email to contact@syncseats.com.

We reserve the right to terminate the contract without notice and block access to the platform if:

• the user violates these Terms,
• there is a reasonable suspicion of unlawful use,
• the user provided false information during registration or KYC verification,
• fulfillment obligations are repeatedly not met in a timely manner.

In the event of termination, any fee claims of the Provider that have already arisen shall remain in effect. Open transactions shall be settled in accordance with the contractual agreements. Outstanding payouts for which the requirements (see Section 7) are met will still be processed after termination.

16. Amendments to These Terms

We reserve the right to amend these Terms with effect for the future where this is necessary to (i) reflect changes in the legal framework, (ii) take account of supreme-court case law, (iii) implement technical adjustments, or (iv) close gaps that have arisen after contract conclusion and whose non-rectification would not insignificantly disturb the balance of the contractual relationship.

Material amendments – in particular those affecting the main contractual obligations or imposing a noticeable economic burden on the user – will only be made with the user's express consent (see German Federal Court of Justice, judgment of 27 April 2021 – XI ZR 26/20). We will notify the user in text form (e.g. by email or via the platform) of the intended amendment at least 30 days before its planned entry into force and offer the user the opportunity to actively accept or reject the amendment. If the user refuses consent or fails to react, the amendment will not be deemed agreed; in this case, both parties have the right to terminate the contract for cause. The contract will otherwise continue on the existing terms, to the extent this is economically and technically reasonable for us.

Non-material amendments which do not concern the main contractual obligations and do not significantly burden the user (e.g. editorial clarifications, adjustments due to new platform functions at no additional cost, purely technical interface changes) will be announced at least 30 days before entry into force. If the user does not object within this period, the amendment shall be deemed accepted; we will expressly draw attention to the right of objection and the consequences of silence in the notification.

17. Final Provisions

a) Applicable Law

The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to consumers, this choice of law shall only apply to the extent that the protection afforded by mandatory provisions of the law of the country in which the consumer has their habitual residence is not withdrawn.

b) Jurisdiction

If the user is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Passau, Germany. Otherwise, the statutory provisions shall apply.

c) Severability Clause

Should individual provisions of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic purpose of the invalid provision.

18. Obligations under the Digital Services Act (DSA)

As an intermediary service and online platform within the meaning of Regulation (EU) 2022/2065 (Digital Services Act, “DSA”), SyncSeats is subject to specific transparency and due-diligence obligations. We implement these as follows:

a) Content Moderation

We may remove user-generated content (in particular listings, messages, uploaded files), restrict its visibility or block it if it violates applicable law, these Terms, or the conditions of connected marketplaces. Content moderation is performed both automatically (e.g. pattern detection, blocklists) and manually by trained staff.

b) Notice-and-Action Mechanism (Art. 16 DSA)

Anyone may report unlawful or terms-violating content (in particular suspected counterfeits, fraud attempts, or infringements of personality or copyright) to us. Notices should be sent in electronic form to abuse@syncseats.com and should contain:

• a sufficiently substantiated explanation of the reasons for the notice,
• a clear indication of the electronic location of the information (e.g. URL of the listing),
• name and email address of the notifier (except for notices concerning certain offences against children),
• a statement that the notifier believes in good faith that the information in the notice is accurate and complete.

We confirm receipt of the notice without undue delay, examine it carefully and in a non-arbitrary manner, and inform the notifier of our decision and its underlying reasoning.

c) Statement of Reasons (Art. 17 DSA)

Whenever we take measures against a user such as removing or restricting access to content, suspending or terminating an account, or withholding payouts, we will provide the affected user with a clear and specific statement of reasons in text form, unless this is exceptionally prohibited by law (e.g. due to ongoing investigations).

d) Internal Complaint-Handling System (Art. 20 DSA)

Users and notifiers may, free of charge and in text form, lodge a complaint against decisions on content moderation or account measures within six months of receiving the decision. Complaints should be addressed to: dsa-appeal@syncseats.com. Complaints are reviewed in a timely, diligent, non-discriminatory manner under the supervision of qualified personnel; manifestly unfounded measures are reversed.

e) Out-of-Court Dispute Settlement (Art. 21 DSA)

Users additionally have the right to refer disputes to a certified out-of-court dispute settlement body designated by the Digital Services Coordinator. Selection of the body and bearing of procedural costs are governed by Art. 21 DSA.

f) Measures against Abuse (Art. 23 DSA)

Users who repeatedly post manifestly unlawful content or who misuse the notice or complaint mechanisms will, after a prior warning, be suspended for a reasonable period.

g) Points of Contact (Art. 11, 12 DSA)

Single point of contact for authorities (Art. 11 DSA):
SyncSeats UG (haftungsbeschränkt), attn. management, Staffelstr. 3A, 94051 Hauzenberg, Germany, email: legal@syncseats.com. Languages of communication: German, English.

Single point of contact for users (Art. 12 DSA): contact@syncseats.com. Communication is not restricted to automated means.

h) Advertising and Recommender Systems (Art. 26, 27 DSA)

SyncSeats currently does not display third-party behavioural advertising on the platform and does not operate personalised recommender systems within the meaning of Art. 27 DSA. Should we introduce such features, we will provide the required transparency and make settings accessible to you.

19. Contact

If you have any questions about these Terms, you can reach us at:

SyncSeats UG (haftungsbeschränkt)
Staffelstr. 3A
94051 Hauzenberg
Germany
Email: contact@syncseats.com