Third-Party Data Sharing Agreement (for Event Partners)

Last updated: March 27, 2024 to include a mutual indemnification clause for Event Partners and to update Seated's physical mailing address.

This confirms the terms and conditions of the Data Sharing Agreement between Seated, Inc. and any Event Partner using Seated’s platform in connection with collecting Fan Data (“the Services”).

Purpose of Data Sharing.
Seated hereby grants to Event Partner a limited, non-exclusive, non-transferable, and revocable license to access, copy, and use the Fan Data (as described below) for the purpose of sending email marketing messages, including news, tour dates, and other special announcements (the "Purpose").

Description of Data Shared.
"Fan Data" includes the contact information collected by Seated from fans who specifically opt-in on Seated-controlled sites to receive marketing communications from the Event Partner.  Fan Data may include personally identifiable information (“PII”) such as name, email address, and location information.

This agreement will commence upon use of the Services continue as long as Event Partner retains the Fan Data.

Use of Data
Event Partner will use or disclose the Fan Data only in furtherance of the Purpose or as required by Law.

Standard of Care.
Event Partner shall exercise at least the same degree of care as it uses with its own data and Confidential Information, but in no event less than reasonable care, to protect the Fan Data from misuse and unauthorized access or disclosure.

Safeguards Around Data.
Event Partner shall use appropriate safeguards to protect the Fan Data from misuse and unauthorized access or disclosure, by taking measures reasonably necessary to prevent any use or disclosure of the Fan Data other than as allowed under this agreement.

Unauthorized Disclosure
Within three days of Event Partner becoming aware of any unauthorized use or disclosure of the Fan Data, Event Partner shall promptly report that unauthorized use or disclosure to Seated.  Event Partner shall cooperate with any remediation that Seated, in its discretion, determines is necessary to address any applicable reporting requirements, and mitigate any effects of such unauthorized use or disclosure of the Fan Data, including measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public.

Indemnification by Event Partner.
Event Partner (as an indemnifying party) shall indemnify Seated (as an indemnified party) against all losses and expenses arising out of any proceeding brought by either a third party or Seated, and arising out of Event Partner's breach of its obligations, representations, warranties, or covenants under this agreement, or arising out of the indemnifying party's willful misconduct or gross negligence.

Indemnification by Seated
Seated shall indemnify, defend, and hold Event Partner harmless from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) to any claim brought by a third party arising out of or related to: (1) Seated or its employees’, and/or contractors’ breach of this Agreement, Terms of Service or the DPA or failure to comply with its obligations hereunder; or (2) alleged infringement or misappropriation of a third-party’s intellectual property rights (United States patent or copyright) or misappropriation of any trade secret, arising from the Services. Seated shall defend such action at its own expense on behalf of Event Partner and shall pay all damages attributable to such claim which are finally awarded against Event Partner or paid in settlement of such claim.

Termination for Material Breach.
Seated may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the Event Partner materially breaches any of its obligations, covenants, or representations.

No Warranty of Accuracy or Completeness.
Seated does not make any warranty as to the accuracy or completeness of the Data.

Seated has the exclusive right to grant use of the Fan Data to Event Partners.

Entire Agreement.
This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof.  Neither this Agreement nor any part hereof may be waived, modified, supplemented, or otherwise altered, unless by a writing signed by each party. This Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by duly authorized representatives of each party.  The waiver of any breach of any term, covenant or condition herein contained, or the failure of either party to seek redress for the violation of, or to insist upon the strict performance of, any covenant or condition of this Agreement shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same.

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Governing Law.
This agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules.

Please contact us at if you have any questions about our Data Sharing Agreement.

You can also write to us at: Seated, Inc., 223 Bedford Ave, Suite A #2040, Brooklyn, NY 11211

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