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

The use of SyncSeats' basic features is free of charge. For successful sales made through the platform, we charge a service fee per transaction in accordance with our current pricing schedule, which is available on the platform.

Unless otherwise stated, all prices are net prices plus applicable statutory value-added tax.

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 effective as of the date the changes take effect.

7. Payouts

Payouts for successfully completed sales are made by bank transfer (SEPA) 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)
• Completed fulfillment (proof of transfer uploaded and confirmed)
• The event date has passed
• Expiry of the hold period (default: 3 days after the event date)
• Minimum payout amount reached
• No active dispute regarding the transaction

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. 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).

10. 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.

11. 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.

12. 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.

13. 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.

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.

14. 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.

15. Amendments to These Terms

We reserve the right to amend these Terms with effect for the future. We will notify the user of material changes at least 30 days before they take effect by email or via the platform. If the user does not object to the changes within 30 days of receiving the notification, the amended Terms shall be deemed accepted. We will specifically draw attention to the right of objection and the consequences of silence in the change notification.

If the user objects to the amended Terms, both parties shall have the right to terminate the contract extraordinarily.

16. 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.

17. 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