This User Agreement (this “Agreement”) describes the terms and conditions applicable to your use of the services (the “Services”) provided by FanXchange Limited (“FanXchange”) through its websites, including under the domain and subdomains of www.fanxchange.com (the “Site”).  By completing the registration process, you agree to accept the terms and conditions of this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, including, without limitation, the Privacy Policy.

We may amend this Agreement at any time by posting the amended terms on this Site.  The amended version of this Agreement automatically replaces all prior versions of this Agreement. Your continued use of the Site and the Services following the posting of an amended Agreement constitutes your acceptance of the amended Agreement.  If you do not agree to be bound by the terms and conditions of this Agreement or any amended version of this Agreement, please refrain from using the Services or this Site.  The most recent amendment to this Agreement was made on January 2, 2008.
FanXchange Services.

FanXchange is an online venue that allows registered users to purchase tickets made available by other registered users.  FanXchange is not involved in the actual transaction between users selling or purchasing tickets and does not act as agent for or on behalf of users of the Site.
Membership Requirements.

The Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law.  Our services are not available to persons under the age of eighteen (18) or individuals temporarily or indefinitely suspended from the use of the Site.  If you are under the age of eighteen (18), you may use this Site only in conjunction with, and under the supervision of your parents or guardians.  If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

All registered users are required to provide their legal name, and their address, phone number, and email address.  Registered users must have a valid credit card that is accepted by FanXchange.  You are solely responsible for all information that you provide to us and for ensuring that all such information is accurate and kept up to date.  The information you provide to us shall not be false, inaccurate or misleading.  Access to the Site is password controlled.  Your password should not be disclosed to any other person.  You are solely responsible for the care and safekeeping of your password and for all activity that transpires under your account.
We may suspend or terminate your account if you are found to have engaged in fraudulent activity in connection with the Site.  FanXchange is not obligated to compensate users in the event a user’s account is suspended or terminated in good faith as a result of an investigation into such users activities in connection with the Site.

Listing and Selling Tickets
Registered users who desire to sell tickets (“Vendors”) may list tickets on the Site for sale.  Tickets listed for sale on the Site shall be listed at a set price.    
Vendors represent that they are legally able to sell the tickets that the Vendor lists for sale on the Site and that the description of the tickets provided by the Vendor accurately describes the tickets offered for sale.  Vendors are responsible for providing accurate information with respect to such tickets, including a description of the event, the date of the event and the location of the tickets.  Further details regarding the ticket selling process are set out under our Frequently Asked Questions.  
A Vendor who agrees to sell tickets to a Purchaser (as defined below) shall provide the Purchaser with the tickets matching the description of such tickets.  A Vendor who is unable to provide tickets matching such description will be charged a replacement fee equal to the cost (including additional service fees, reprinting fees and shipping fees) incurred by FanXchange to provide the Purchaser with comparable or better tickets in accordance with the [FanXchange Guarantee].    The Vendor shall be solely responsible for providing accurate descriptions of the tickets and shall indemnify and hold FanXchange harmless from any and all errors made in describing the tickets.
By selling tickets through this Site, the Vendor authorizes FanXchange to charge the Vendor’s credit card a 10% commission fees, and any charges or expenses arising from the failure of the Vendor to provide to the Purchaser the purchased tickets.
Tickets listed for sale on the Site and information provided by the Vendor shall not: (a) include false, inaccurate or misleading information; (b) be fraudulent or involve the sale of counterfeit or stolen items; or (c) violate any law, statute, ordinance or regulation (including, but not limited to, the selling or re-selling of tickets); (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing.  Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using our Service) that could cause us to violate any applicable law, statute, ordinance or regulation.

As a seller you must send the exact tickets that you listed or better. If you send tickets that aren’t the tickets listed or better, your credit card for the amount of the sale will be charged and your account could possibly be closed. **The decision is ultimately up to FanXchange in regards to the settlement of the issue.

Buying Tickets
Registered users who desire to purchase tickets (“Purchasers”) search the Site for tickets to purchase.  Please note that information listed on a ticket is subject to change.  Purchasers are responsible for confirming the date, time and venue of an event by contacting the appropriate box office or venue.  FanXchange does not guarantee that the description of the tickets provided by the Vendor is accurate. 

A Purchaser may place an “order” to purchase the tickets.  All orders are final and cannot be cancelled or retracted.  FanXchange will obtain authorization from a Purchaser’s credit card for each order placed by a Purchaser.  The amount of authorization obtained by FanXchange equals the price of the ticket(s), a 10% processing fee, and shipping and delivery charges.  If the transaction is not completed, the authorization will not be processed.  FanXchange will not provide the Purchaser’s credit card information to the Vendor.  FanXchange shall not be responsible for bank fees, service charges or any other charges whatsoever resulting from credit card authorization or payment.

By purchasing tickets through this Site, the Purchaser grants FanXchange permission to charge the Purchaser’s credit card for the purchase of ticket(s).

Completing the Transaction
Placing an order does not complete a sale.  FanXchange will notify the Vendor upon obtaining authorization from a Purchaser’s credit card.  A Vendor has forty-eight (48) hours to receive notification of an order and confirm delivery.  The sale is complete only after the Vendor has confirmed delivery and the Purchaser’s credit card has been charged.  FanXchange reserves the right to terminate any transaction it considers to be fraudulent.

A Vendor who is unable to arrange for immediate shipment of the tickets must provide the date the Vendor will ship the tickets to the Purchaser upon confirmation of an order.  It is the Vendor’s responsibility to contact FanXchange in the event the Vendor will not be able to ship the purchased tickets on the date previously provided by the Vendor.  If the Vendor fails to ship the tickets as indicated FanXchange may cancel the order and/or charge the Vendor additional shipping and/or replacement fees.

Information provided to the Vendor for the purpose of shipping the purchased tickets to the Purchaser may not be used by the Vendor for any other purpose.  The delivery of promotional or other commercial materials by the Vendor to the Purchaser is strictly prohibited.  A Vendor may not contact the Purchaser for any purpose other than the delivery of the purchased tickets.

Any dispute between the Purchaser and the Vendor regarding the sale and purchase of the tickets, including whether the purchased tickets correspond to the description provided by the Vendor, shall be resolved pursuant to the FanXchange Dispute Policy. 

User Representations and Warranties
By accepting the terms and conditions of this Agreement, each user represents and warrants that they are in compliance with all applicable laws regarding use of this Site and selling value of the tickets offered for sale.  Users acknowledge that FanXchanges does not monitor, obtain or have any knowledge of the face value of tickets listed for sale on the Site.  Each user represents and warrants the information provided to FanXchange, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit or stolen items; (d) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information. 

Intellectual Property Rights
All users of the Site agree to grant FanXchange a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to exercise the copyright and publicity rights, including the right to reproduce, modify, adapt, publish and display on the Site and on the sites of our affiliates, any content you may provide (except as otherwise set out in this Agreement) to FanXchange.  Nothing in this agreement confers upon a user any right of ownership or license rights in any copyright, patent, trademark, trade secret or other proprietary rights or rights belonging to FanXchange.

Release and Indemnity
FanXchange is an online venue and is not an agent of either the Purchaser or the Vendor.  In the event of a dispute between a Purchaser and a Vendor, the parties agree to release and hold FanXchange and its affiliates, agents, officers, directors, employees, counsel and other representatives (and each of their respective heirs, executors, successors and assigns) harmless from all accounts, actions, causes of action, claims, costs, damages, debts, demands, dues, duties, expenses (including legal fees), interests, judgments, liabilities, losses, obligations, suits, and sums of money of any and every kind and nature by reason of or in any way arising out of the use of this Site or the provision of the Services by FanXchange.  In the event an action, claim, demand or proceeding is commenced despite the terms of this Agreement, the user involved in such action, claim, demand or proceeding: (a) consents to an immediate injunction having the effect of staying, discontinuing or dismissing such action, claim, demand or proceeding in light of the acknowledgement that the commencement of such action, claim, demand or proceeding is a violation of this Agreement; and (b) consents and agrees to hold harmless and fully indemnify FanXchange and its affiliates, agents, officers, directors, employees, counsel and other representatives (and each of their respective heirs, executors, successors and assigns) in relation to any costs, charges, or damages of any nature or kind whatsoever associated with such action, claim, demand or proceeding.  Without any restriction, FanXchange and its affiliates, agents, officers, directors, employees, counsel and other representatives (and each of their respective heirs, executors, successors and assigns) are entitled to retain counsel of their choice in relation to any action, claim, demand or proceeding referred to in this Agreement and the user involved in such action, claim, demand or proceeding undertakes to pay the accounts of such solicitors and any directly or indirectly-related costs or expenses as they become due.

User of the Site and Services acknowledge and agree that FanXchange is not responsible for the payment of any taxes to any entity on a user’s behalf. You shall indemnify and hold FanXchange and its affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by FanXchange that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of FanXchange.

The Site and Services are provided on an “as is” and “as available” basis without any representation or warranties of any kind. FanXchange is not involved in the actual transaction between users selling or purchasing tickets and does not act as agent for or on behalf of users of the Site.  FanXchange does not warrant that vendors or purchasers will perform their obligations, and FanXchange expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third party rights or fitness for a particular purpose.

FanXchange, its directors, employees and agents shall not be liable for any consequential, incidental, special, indirect or punitive damages or loss, including any loss of profits or other form of economic loss arising out of or in connection with this Agreement or the use, performance or non-performance of the Site or Services.  The total liability of FanXchange under this Agreement and arising out of the use of the Site and the Services shall not exceed $250.

Prohibited Acitivities.
Users may not use the Site to solicit sales outside of FanXchange, or initiate or engage in transactions outside of FanXchange. Users are prohibited from using the Site to contact other users and shall indemnify and hold FanXchange harmless for any damages that may result from users directly contacting other users.

Users are prohibited from using the Site for unlawful purposes or in an unlawful manner, including, without limitation, the posting of adult or obscene material or the listing of stolen or fraudulent tickets. The use of false names or invalid or unauthorized credit cards is strictly prohibited. FanXchange cooperates fully with law enforcement officials to aid in the recovery of stolen goods and the prosecution of individuals engaging in unlawful behaviour. Users agree to cooperate fully with any investigation by FanXchange or law enforcement officials with respect to violations of this Agreement, FanXchange policies or applicable law. Users agree that payments owing for sales made through this Site may be suspended or delayed pending any such investigation.

You authorize us to withhold payment or charge your credit card account any amount you owe us if (a) a sale is cancelled for any reason; (b) an adjustment is made under our FanXchange Guarantee; (c) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (d) you are not able to produce the exact seats that you listed on the Site; (e) you deliver incorrect or misrepresented tickets for any order or portion of an order, (f) you fail to ship tickets by the expected ship date you provided without notifying FanXchange in advance or (g) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us.

General Provisions
All notices and other communications to FanXchange under this Agreement must be in writing and must be delivered either by email to info@fanxchange.com or by internationally recognized overnight courier service to 30 Duncan Street, Suite 602, Toronto, Ontario.

The parties to this Agreement acknowledge and agree that ao agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.
This Agreement shall in all respects be governed by and construed in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.  Each of the parties irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Toronto Region in the Province of Ontario for the purposes of any proceeding arising out of this Agreement.

This Agreement contains the whole agreement between the parties relating to the subject matter hereof and supersedes any and all promises, representations, warranties, undertakings and other statements whether written or oral made by or on behalf of the one party to the other of any nature whatsoever or contained in any document given by one party to the other (other than a document to be executed pursuant hereto as aforesaid).  If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way and the parties agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party may reasonably require from time to time after the date hereof at the expense of the requesting party for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.  Any failure of either party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.  Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns.  The division of this Agreement into paragraphs or other subdivisions and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only.  Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.