Terms and conditions

Membership Services
Terms and Conditions

Welcome to Winventory, LLC, an online platform dedicated to delivering exceptional value and service to our members. By signing up for a membership with us, and in consideration of your use of our services, you acknowledge and agree that your membership, as well as any transactions or interactions facilitated through your membership, will be exclusively governed by these Terms and Conditions.
By creating a membership account, you explicitly confirm your understanding of these Terms and Conditions and your commitment to abide by them. This agreement acts as a binding contract between you, the member, and Winventory, the service provider. If you do not agree to these terms, you must not use our services or access our platform.
Your continued use of your membership signifies your ongoing agreement to be bound by these Terms and Conditions, as amended from time to time. We reserve the right to update or modify these terms at our sole discretion, with changes becoming effective immediately upon posting to our platform. Your continued membership after any such changes constitutes your acceptance of the new terms. We encourage members to review the Terms and Conditions periodically to ensure understanding and compliance.
Your membership is personal to you and cannot be shared with or transferred to any other individual or entity. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to notify Winventory immediately of any unauthorized use of your account or any other breach of security.
To create a membership account with Winventory, you must be of legal age and capable of forming a binding contract in your jurisdiction. By accepting these terms, you represent that you meet these eligibility requirements.
By signing up for a membership, you signify your explicit agreement to these Terms and Conditions and acknowledge that this agreement forms the basis of your relationship with Winventory. You agree that these terms will govern all memberships and transactions conducted through your membership, ensuring a transparent, fair, and secure experience for all parties involved.

We look forward to providing you with an outstanding experience. If you have any questions or concerns about these Terms and Conditions, please contact our support team for assistance.

1. Membership Services. Winventory shall provide to Member those certain season ticket management services, including distribution and resale services (“Services”).
2. Membership Accounts. In order to use and access the Service, Member must establish an account with access credentials, which shall be used only by Member. Member understands and acknowledges that access credentials are Confidential Information (as defined below), and Member shall maintain the confidentiality of the access credentials in accordance with this Agreement. Member agrees: (a) that Member shall not authorize a third party to access the services via the access credentials or other means; (b) to immediately notify Winventory of any actual or suspected unauthorized use of the Services and access credentials. Winventory reserves the right to terminate, on notice to Member, any access credential that Winventory reasonably determines may have been used by an unauthorized third party. Member shall be solely responsible for all access to and use of the Services, and all access and use of the Services through the access credentials, which result in a breach of the terms of this Agreement.
3. Member Warranties. Member hereby represents, warrants, and covenants that: (i) the season tickets Member provides to Winventory in connection with the Services (1) are valid, (2) are in Member’s actual possession, (3) are transferable to transferable to prospective buyers, and (4) the provision of such season tickets will not be in breach of any season ticket holder agreement; (ii) Member shall provide all required information and disclosures applicable for the season tickets (and Member will update any information or disclosure as may be required or necessary in the future); (iii) all information Member provides for a listing is truthfully provided, and is complete, accurate and up-to-date; (iv) Member has the right to sell the season tickets via the Services; (v) Member’s sale of any season tickets via the Services does not and will not violate the rules or terms and conditions of any venue or event promoter, or any applicable law; and (vi) Member has not and shall not list any season tickets listed on the Services on any other site, platform, channel or medium, while such season tickets are listed on the Services.
4. Membership Service Obligations. Winventory shall utilize commercial best efforts to market and sell Member’s tickets for the maximum possible value at the time of sale. Member shall (a) furnish Winventory with Member’s ticket account log in credentials and (b) not attempt to sell tickets previously marked for sale in connection with the Services. In the event Winventory sells tickets marked for sale that Member cannot furnish, Member shall be solely responsible for all penalties, fees, and damages incurred by Winventory arising therefrom, including the cost of any replacement tickets.
5. Season Ticket Removal. In the event Member removes or delists any season ticket previously marked for sale through the Services, Winventory shall, notwithstanding such removal, have the right and ability to conclude any sale of such tickets: (a) within 120 minutes of any such removal; (b) by 11:00am the day following removal of such removal was executed after 7:00pm (ET) the day before; of (c) within 180 minutes if the removal is executed within twelve (12) hours of the event time.
6. Membership Fees. Member shall pay to Winventory those certain Membership Fees as set forth in the user dashboard attached to this Agreement.
7. Confidentiality. From time to time during the Term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party, including season ticket account log-in credentials, and Membership log-in credentials, as well as any personal information of the Parties, and any other information, which, whether disclosed orally or in writing, given the nature of such information should reasonably be understood as confidential or proprietary (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7, (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. In the event such remedy is not able to be obtained, or is otherwise waived by the Disclosing Party, the Receiving Party shall disclose only so much of the Confidential Information is, under the advice of counsel, responsive to any legal order. In the event of a breach or threatened breach of this provision, the non-breaching party shall have the right to seek injunctive relief, without prejudice to any other right or remedy available to the non0-breaching Party, without the need to post a bond, security, or undertaking.
8. Term. This Agreement shall commence as of the date of membership creation and shall continue thereafter until the completion of the Services (the “Term”), unless otherwise terminated by a Party in accordance with the terms and conditions of this Agreement.
9. Termination. Either Party may terminate this Agreement upon ten (10) days prior written notice to the other Party for any reason. Either Party may also terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach.
10. Independent Contractor. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Member being interested only in the results thereof. Winventory shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Member the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Winventory is for all purposes hereunder an independent contractor and in no event will Winventory be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.
11. Limited Warranty. Winventory warrants that it shall perform the Services (a) using personnel of commercially reasonable skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. WINVENTORY (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WINVENTORY DOES NOT GUARANTEE THAT ANY SEASONS TICKETS LISTED VIA THE SERVICES WILL SELL, THAT MEMBER WILL MAKE ANY PARTICULAR AMOUNT OF MONEY IN MARKETING AND SELLING SEASON TICKETS THROUGH THE SERVICES, OR THAT ANY BUYERS WILL COMPLETE ANY TRANSACTION WITH OR BE ABLE TO PAY FOR SEASON TICKETS. FURTHERMORE WINVENTORY DOES NOT GUARANTEE THAT ANY SEASON TICKETS WILL BE PRESENTED ON THE SERVICES IN ANY PARTICULAR WAY OR WITH ANY PREFERENCE, OR WILL APPEAR ON THE SERVICES WITHIN ANY PARTICULAR PERIOD OF TIME. WINVENTORY FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY PROSPECTIVE BUYER AND SHALL NOT BE LIABLE FOR ANY TICKET BUYER’S ACTIONS IN CONNECTION WITH THE TICKETS OR THE EVENT THE BUYER ATTENDS. Winventory’s sole and exclusive liability and Member’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected services. If Winventory cannot reperform the services in compliance with the warranty set forth above within a reasonable time (but no more than after Member’s written notice of such breach, Member may, at its option, terminate the Agreement by serving written notice of termination.
12. Limitation of Liability. IN NO EVENT SHALL WINVENTORY BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL WINVENTORY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENTIN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13. General. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by or email (with telephone confirmation of transmission and receipt), or by recognized overnight courier service, and addressed to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section). This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with, the laws of New York, (including its statutes of limitations), without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in the County of New York, State of New York. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; AND (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that, the parties intend that the remedy set out in Section 11 (Limited Warranty) is Member’s exclusive remedy for the Winventory’s breach of the limited warranty set out in Section 11. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. Winventory, however, may subcontract the Services or otherwise assign this Agreement in connection with a merger, acquisition, or change of control event. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third party beneficiaries under this Agreement. Section 3, 7, 11, 12, and this Section 13, of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 24 months after such expiration or termination. This Agreement may be executed in counterparts.
14. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Member to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 12, either party may thereafter terminate this Agreement upon ten (10) days’ written notice.