Terms of Service

1. Acceptance and Modification

These Terms of Service ("Terms") govern your access to and use of the Waziv marketplace and any related services (collectively, the "Marketplace"), operated by Waziv, Inc. ("Waziv," "we," "us"). By creating an account, posting a Bid, posting an Ask, or completing any transaction on the Marketplace, you agree to these Terms.

We may update these Terms from time to time. Material changes will be communicated by posted notice on the Marketplace and, where reasonably practicable, by email to the address on your account. Continued use of the Marketplace after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree to an update, your sole remedy is to stop using the Marketplace and close your account.

2. Definitions

• Marketplace — the Waziv bid–ask exchange for event tickets.
• User — any person with a Waziv account, including Buyers and Sellers.
• Buyer — a User who posts a Bid or purchases tickets through a Match.
• Seller — a User who posts an Ask and offers tickets for sale through the Marketplace.
• Bid — a Buyer's published offer to purchase tickets at a specified price for a specified section, row, and quantity.
• Ask — a Seller's published offer to sell tickets at a specified price for a specified section, row, and quantity.
• Match — the system event that occurs when a Bid meets or exceeds an Ask, causing an Order to be created.
• Order — a binding contract between Buyer and Seller created upon a Match.
• Marketplace Fee — the only fee Waziv charges Users, as described in Section 7.
• Listing Activation — the moment a Seller's Ask is published to the public order book, initiated by the Seller and available only to a Seller with a verified, active Stripe Connect account whose account is not suspended.
• Seller Assurance — Waziv's non-monetary seller-accountability framework described in the Waziv Assurance Policy. Seller Assurance never involves a hold, authorization or charge on a Seller's card or payment method.
• Transfer Deadline — the time by which a Seller must complete a Successful Transfer of tickets, computed at the time of Match.
• Successful Transfer — confirmation by a recognized ticket provider that tickets have been transferred to the Buyer's designated destination.
• Dispute Window — the time period during which a Buyer may file a Buyer Claim, ending at event start plus two hours.
• Payout Release Date — the date on which Seller payouts are released, equal to event end plus eight calendar days.
• Platform Balance — the Stripe Connect platform account where Buyer payments are held by Waziv pending settlement.

3. Role of the Marketplace

Waziv operates a bid–ask exchange that facilitates transactions between Buyers and Sellers. Waziv is not a ticket seller, does not own or take custody of tickets, and is not a party to the contract between Buyer and Seller. Each Order is a direct contract between the Buyer and the Seller. Waziv's role is limited to facilitating the listing, matching, payment, and settlement of these transactions.

4. Account Registration and Eligibility

To use the Marketplace, you must:

• Be at least 18 years old.
• Reside in the United States.
• Provide accurate and current information.
• Maintain the confidentiality of your login credentials and accept responsibility for all activity under your account.

Sellers must additionally complete identity verification ("KYC") through our payment processor, Stripe, and maintain a valid United States bank account through Stripe Connect Express. We may suspend or terminate accounts for inaccurate information, breach of these Terms, or violation of applicable law.

5. Buyer Obligations

A preliminary pairing of a Bid and an Ask creates a temporary reservation; it does not itself charge your payment method. During checkout, you authorize Waziv to charge your payment method the full Order amount including the Marketplace Fee: your payment is authorized and the Order is created—the “Match” defined in Section 2. Payment is then captured to complete the purchase. The Seller's Transfer Deadline is calculated when the Order is created and is shown on the Order. Once a Bid is Matched, the resulting Order is binding and may not be cancelled by you, except as provided in Section 10 (Cancellation and Postponement) or Section 9 (Dispute Resolution).

Tickets are transferred to the email address on your Waziv account. You are responsible for keeping that address current and for ensuring it is an address at which you can receive transferred tickets from a recognized ticket provider. You are responsible for monitoring that address and confirming receipt of tickets. You may not post Bids you do not intend to fulfill.

6. Seller Obligations

Seller obligations are governed by the Waziv Seller Agreement, which is incorporated into these Terms by reference. By posting an Ask, you agree to the Seller Agreement in addition to these Terms.

7. Marketplace Fee

Waziv charges a single, transparent fee called the Marketplace Fee. No other separately named mandatory fees apply.

7.1 Buyer Marketplace Fee

The buyer-side Marketplace Fee is 12% of Order Value, where Order Value equals Ask Price multiplied by Quantity, with a $2.00 minimum Marketplace Fee per Order, calculated as follows:

• Order Value = Ask Price × Quantity
• Computed Fee = round(Order Value × 0.12)
• Marketplace Fee = the greater of Computed Fee or $2.00

The Marketplace Fee is added to the Order Value to produce the total amount the Buyer pays.

7.2 Seller Marketplace Fee

At the launch of the Marketplace, the seller-side Marketplace Fee is 0%. The seller-side rate may be adjusted by Waziv from time to time. Any change applies only to new Orders created after the change takes effect; existing Orders retain the rate in effect at the time of Match.

Eligible Founding Sellers retain a 0% seller Marketplace Fee under the Founding Seller Program Terms, subject to that program's qualification, activity, and termination conditions. Buyer Marketplace Fees are unchanged.

7.3 Total Price Display

Consistent with the Federal Trade Commission Rule on Unfair or Deceptive Fees (16 C.F.R. Part 464), every price displayed on the Marketplace before checkout shows the total amount the Buyer will pay, including the Marketplace Fee. A breakdown of ticket value and Marketplace Fee is shown at the listing detail and checkout views.

7.4 Refundability

The Marketplace Fee is refunded to the Buyer in full if the Order is refunded under Section 8 or Section 10.

8. Buyer Guarantee

If a Buyer Claim is resolved in the Buyer's favor because a Waziv administrator confirmed a breach, Waziv refunds the full Order amount (ticket value plus Marketplace Fee) to the Buyer's original payment method.

Waziv does not source or provide replacement tickets. Waziv's sole obligation in the event of a Seller failure is the refund described in this Section.

9. Dispute Resolution Process

If you believe your tickets were not transferred or were materially defective, you may file a Buyer Claim through the Marketplace.

9.1 Dispute Window

Buyer Claims must be filed during the Dispute Window, which opens at the time of Match and closes at event start time plus two hours. Claims filed after the Dispute Window closes are automatically rejected.

9.2 Seller Response

The Seller has 24 hours from the time the Buyer Claim is filed to submit evidence of Successful Transfer. If the Seller does not respond within this period, the claim is decided by a Waziv administrator; no refund or payout is made automatically.

9.3 Administrative Resolution

Every Buyer Claim is resolved by a Waziv administrator, who aims to resolve it within 48 hours of the Buyer Claim being filed. A claim that is not resolved within 48 hours is escalated; it is never resolved by default, and no refund or payout is made until an administrator decides. If the administrator confirms a seller breach, the Buyer receives a full refund, the Seller receives no payout for the Order, and the Seller's account is suspended.

9.4 No Replacement Tickets

Resolution of a Buyer Claim in the Buyer's favor results in a refund of the Order amount. Waziv does not source replacement tickets under any circumstances.

10. Cancellation and Postponement

10.1 Cancelled Events

If an event is cancelled and not rescheduled before Seller payout has been released, Waziv refunds Buyers the full Order amount, including the Marketplace Fee, from funds held pending settlement.

If an event is cancelled after Seller payout has already been released, the Buyer must pursue any available refund directly through the primary ticket issuer. Waziv does not claw back Seller payout and is not liable for any difference between the resale price and the ticket's face value.

10.2 Postponed and Rescheduled Events

If an event is postponed or rescheduled, the original tickets transfer to the rescheduled date by default. No refund is issued for postponed or rescheduled events. Settlement timestamps are recalculated based on the rescheduled event date.

10.3 Contingent Events

If an event is contingent on another event (such as a playoff game that is not played because a team is eliminated) and is not held, the Order is treated as cancelled under Section 10.1.

11. Chargebacks

You may have the right to dispute charges with your card issuer or bank. Filing a chargeback does not waive these Terms, and you remain responsible for amounts owed under any Order. If a chargeback is filed against an Order in which the Seller delivered successfully, Waziv reserves the right to set off the chargeback amount against any pending payout, and to pursue the Buyer for any resulting deficiency. Waziv may suspend account access during the pendency of a chargeback investigation.

12. Prohibited Conduct

You may not:

• Post a Bid or an Ask that you do not intend to fulfill.
• List tickets you do not possess at the time of listing ("speculative listing").
• List the same tickets simultaneously on the Marketplace and any other platform.
• Misrepresent the section, row, quantity, or any other material detail of a listing.
• Use bots, scrapers, or any automated tool to interact with the Marketplace except through documented APIs.
• Circumvent the Marketplace by transacting outside the platform after a Match.
• Attempt to manipulate the order book, including by coordinated bidding or wash trading.
• Use the Marketplace for any unlawful purpose.

13. Intellectual Property

The Marketplace, including its software, design, content, and trademarks, is owned by Waziv or its licensors. The Waziv bid–ask trading interface is the subject of a pending patent application. We grant you a limited, non-exclusive, non-transferable license to use the Marketplace solely for lawful transactions under these Terms.

By submitting content to the Marketplace (such as listing descriptions or feedback), you grant Waziv a worldwide, royalty-free license to use, reproduce, and display that content in connection with operating the Marketplace.

14. Limitation of Liability

To the fullest extent permitted by law, Waziv's total liability for any claim arising out of or relating to your use of the Marketplace is limited to the Order amount and Marketplace Fee paid by you in the Order at issue.

Waziv is not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost data, lost wages, travel expenses, lodging expenses, or substitute ticket costs, even if Waziv has been advised of the possibility of such damages.

Some jurisdictions do not allow certain limitations of liability; these limitations apply to the maximum extent permitted by law.

15. Indemnification

You agree to indemnify and hold harmless Waziv, its officers, directors, employees, and agents from any claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of (a) your breach of these Terms; (b) tickets you list, sell, or buy; (c) your violation of any law or third-party right; or (d) your interactions with other Users.

16. Arbitration and Class Action Waiver

Please read this Section carefully. It affects your legal rights.

16.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Marketplace, or any transaction conducted on the Marketplace will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. Arbitration is conducted by a single arbitrator, in English, and (unless the parties agree otherwise) by telephone or video conference.

16.2 Class Action Waiver

You and Waziv each waive the right to bring or participate in any class action, class arbitration, collective action, or representative proceeding. Claims of more than one customer cannot be arbitrated jointly without the agreement of all parties.

16.3 Carve-Outs

This arbitration agreement does not apply to (a) claims arising under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (9 U.S.C. § 401 et seq.); (b) small claims court actions filed individually; or (c) actions for injunctive relief to protect intellectual property rights.

16.4 30-Day Opt-Out

You may opt out of this arbitration agreement by sending written notice to Waziv at the address in Section 18 within 30 days of first accepting these Terms. Opt-out notice must include your name, account email, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms.

16.5 Severability

If the class action waiver is held unenforceable as to any particular claim, that claim must proceed in court rather than in arbitration; the remainder of this Section, and these Terms, remain in effect.

16.6 Claim-Filing Deadline

Any claim must be filed within one year of the date the claim arose or it is permanently barred.

17. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to the arbitration agreement in Section 16, any action permitted to be brought in court must be filed in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction in those courts.

18. General Provisions

• Entire Agreement. These Terms, the Privacy Policy, the Seller Agreement, and the Waziv Assurance Policy constitute the entire agreement between you and Waziv regarding the Marketplace.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices. Legal notices to Waziv must be sent to: Waziv, Inc., [Address], Attention: Legal Department. Notices to you may be sent by email to the address on your account or by posted notice on the Marketplace.
• Contact. For non-legal questions, contact support@waziv.com.