THE WINNING SEAT TERMS OF SERVICE

Welcome to the Terms of Service for the Winning Seat application and the www.thewinningseat.com website. This is an agreement (“Agreement”) between TLS Holdings, Inc.  (“Winning Seat"), the owner and operator of www.thewinningseat.com (“Site”), any Winning Seat products or services including  but not limited to our mobile application ( collectively the “Platform”) and you (“you”, “your” or “user(s)”), a user of the Site and Platform.  
 
Throughout this Agreement, the words “Winning Seat,”  “us,”  “we,” and “our,” refer to our company, TLS Holdings, Inc. and our Site or Platform, as is appropriate in the context of the use of the words.    

By clicking “I agree”, registering for our Site, or using our Site or Platform you agree to be bound by this Agreement and the Privacy Policy.  We may amend our Terms of Service or Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. 
If you do not agree to the Terms of Service or the Privacy Policy please cease using our Site and Platform immediately.  Users of our Platform must be 18 years of age or older.

The Winning Seat Platform allows users to partake in location based sweepstakes based on lived events.  User participation is free in any sweepstakes offered by Winning Seat and there are never any costs or fees required to enter a sweepstake being offered by Winning Seat.  All sweepstakes are subject to this Agreement and to the Winning Seat Sweepstakes Rules, which can be found on the Platform or the Site.  We urge you to review the Sweepstakes Rules to understand how our sweepstakes work, please visit the Sweepstakes rules for additional information. In the event that this Agreement and the Winning Seat Sweepstakes Rules conflict, the Winning Seat Sweepstakes Rules shall control and be binding.

By downloading and using the Winning Seat Platform you may be eligible to win prizes offered through the Winning Seats Platform.  All prizes are subject to eligibility, availability, and the Winning Seat Sweepstakes Rules.  If you have any questions or issues related to any prizes, please contact us at support@thewinningseat.com.

In order to ensure that our Platform is legally operating within the confines of state laws, our Platform may use your mobile device’s GPS and location information.  Users in some states or geographic locations may be prohibited from accessing the Platform.  By using the Platform you agree to provide us with accurate location information.  Please be aware that your location information may be shared with other users or our advertisers on the Winning Seat.

Users may be required to register before accessing the Site or Platform. Your information will be collected and disclosed in accordance with our Privacy Policy.  Users are required to provide truthful and accurate information when registering for our Site and Platform and must be over the age of 18.  Users may only register for one account and may not register for others.

We reserve the right to alter, modify, update, or remove our Platform at any time.  We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications.  For example, we may provide updates to fix security flaws, or to respond to legal demands.  Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

When using our Platform, you are responsible for your use of Winning Seat, and for any use of Winning Seat made using your account. You agree not to access, copy, or otherwise use Winning Seat, including our intellectual property and trademarks, except as authorized by these Terms of Service or as otherwise authorized in writing by Winning Seat. You agree to abide by the following:

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended.  Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Winning Seat reserves the right to suspend or terminate any account at any time without notice or explanation.

After registering for our Site or mobile application, we grant you a personal, non-exclusive, fully revocable, non-commercial, limited license to use our Platform and access our Site. As a user, you do not receive any ownership interest in any portion of our Site or the Platform; you merely receive the aforementioned license listed above.  All rights not explicitly granted are reserved for Winning Seat. If you wish to terminate this license please notify us immediately or simply delete the application from your phone or mobile device. Please be aware that you are responsible for your use of our Platform.  Additionally, you agree to abide by the following licensing restrictions listed below:

Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license to use our Platform at our discretion.  Additionally, we may revoke or restrict your access to our Platform if we believe that your actions may harm us or any of our users.  Failure by us to revoke your license does not act as a waiver of your conduct.

Your ability to submit or transmit any information through the Site and Platform, including but not limited to text, audio messages, videos, photos, images or any other information will be referred to as “User Content” throughout this Agreement. All User Content you submit to the Site or Platform will be owned by you.  Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content.   You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted.  You understand that we cannot guarantee the absolute safety and security of any such User Content.  Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified or removed at our discretion. When submitting any User Content to our Site and Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted. When you submit any Content to us, you grant Winning Seat, its partners, affiliates, users, representatives and assigns a non-exclusive, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your User Content.  It is important for you to grant us this license so that we may transmit your User Content to other users through our Platform. Additionally, although you own all User Content submitted by you, we own all layouts, arrangement, metadata and images that are used to render your User Content through our Platform. 

You may be able to access your Platform through your mobile device or cellphone.  Please be aware that data and messaging rates may apply depending on your carrier and service provider. Please be sure to check your data plan to understand any relevant costs incurred by your use of our Platform.  We cannot be responsible for any fees charged by your data or cellphone carrier.

By accepting or participating in any sweepstakes conducted by the Winning Seat, you, the user, irrevocably agree and consent to the use of your personal information including but not limited to your name, likeness, image, voice, performance (in connection with interviews and other recordings), biographical information, contact information via third party social media sites, and statements regarding the Winning Seat (collectively “Publicity Rights”), without further compensation or additional consent, in all world-wide marketing and publicity carried out in perpetuity by the Winning Seat.  You understand that this release allows us to publish, disclose, use, reproduce, televise, exhibit, disseminate, broadcast, or otherwise distribute your Publicity Rights without further consent or any additional compensation.

Please be aware that advertisers may post advertisements on or via the Platform.  You understand that we do not endorse, warrant, or otherwise validate any claims or statements made by such advertisers.  If you decide to visit an advertiser website you understand that we have no control over such website and you agree that you are solely responsible for any interactions, correspondence, or transactions with the advertiser.  You agree to release us from any liability, damage, or loss incurred by you in relation to an advertiser encountered on our Platform.

Although we will try to provide continuous Site and Platform availability to you, we do not guarantee that the Site or the Platform will always be available, work, or be accessible at any particular time.  Only Users who are eligible to use our Site or Platform may do so. We reserve the right to terminate access for anyone. We cannot guarantee that anything found on our Site or Platform will work as stated, or that it will give you the desired results. 

Please be aware that our Platform and any information found within it are offered “as-is.”  Winning Seat is not an online gambling Site or Platform. Winning Seat does not endorse and may not verify any of its users or any User Content submitted by users found through the Winning Seat Site or Platform.  You agree that any information may be inaccurate, unsubstantiated or possibly even incorrect.  We cannot guarantee that using our Platform or Site will result in any benefits or positive results for you.   You agree to release us from any liability that we may have to in relation to your use of our Site and Platform.  By using the Site or Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Winning Seat with respect to such actions or omissions.

The name “The Winning Seat”, the design of the Winning Seat Platform and Site along with Winning Seat created text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Winning Seat, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Winning Seat reserves all rights not expressly granted in and to the Platform and the Site. You agree to not engage in the use, copying, or distribution anything contained within the Site or Platform unless we have given express written permission.

THE PLATFORM AND SITE, INCLUDING, WITHOUT LIMITATION, ANY WINNING SEAT CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TLS HOLDINGS, INC., NOR ANY OF THEIR EMPLOYEES, MANAGERS, DIRECTORS, OFFICERS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY USER CONTENT; (C) OUR CONTENT AND CONTENT FOUND ON OUR PLATFORM; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO WINNING SEAT OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
WINNING SEAT DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. WINNING SEAT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. WINNING SEAT DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WINNING SEAT SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. WINNING SEAT DOES NOT ENDORSE ANY CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT FOUND ON OR THROUGH WINNING SEAT.

IN NO EVENT SHALL WINNING SEAT,  ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE  WEBSITE OR OUR PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR PLATFORM, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR APP TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, (V) ANY FAILURE OF ANY THIRD PARTY INFORMATION LISTED ON OUR SITE AND PLATFORM, INCLUDING ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL , (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR (VII) ANY ERRORS OR OMISSIONS IN OUR SITE  OR PLATFORM FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OUR SITE  OR PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law.  Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."  YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE.  YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.  WINNING SEAT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. YOUR ABILITY TO USE OUR PLATFORM IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT.  IF A TOTAL DISCLAIMER AND RELEASE OF LIABILITY IS NOT PERMITTED IN YOUR JURISDICTION, YOU AGREE OUR TOTAL LIABILITY TO YOU IS NOT MORE THAN $100 USD.

You agree to defend, indemnify and hold harmless TLS Holdings, Inc. , its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

This defense and indemnification obligation will survive this Agreement and your use of the Winning Seat Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases.  You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements.  In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

We take copyright infringement very seriously, and we plan to abide by the Digital Millennium Copyright Act of the United States of America.  If you live within the US or own any copyrighted material within the US and believe that your copyright has been infringed, please send us a message which contains:

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Winning Seat, support@thewinningseat.com.

Winning Seat and its Platform may only be used by persons 18 years and older.  If you are under 18 please stop using our Site and Platform and please do not submit any information to us.

This Agreement shall be governed by the laws in force in the state of Nevada.  The offer and acceptance of this contract is deemed to have occurred in the state of Nevada.

Any dispute relating in any way to your visit to the Site or our Platform shall be submitted to confidential arbitration in Gardnerville, Nevada, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Nevada. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules, the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.  Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Gardnerville, NV.

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with Winning Seat are deemed to conflict with each other’s operation, Winning Seat shall have the sole right to elect which provision remains in force. 

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law.  Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

If we determine that any of your actions may harm Winning Seat, we may terminate or suspend your account, or our Platform without notice, though we will strive to provide a timely explanation in most cases.   Please be aware that if we terminate Platform, you must cease using our Site or Platform.  If you wish to terminate your use of our Site or Platform, simply uninstall the mobile application or discontinue use of the Site and Platform.  In the event that you terminate your account, you may not receive any eligible prizes that you have won.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.  You agree that we are not required to provide you with access to our Site and Platform and may terminate our Site and Platform at any time and for any reason.

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

We may amend this Agreement from time to time.  When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you.  You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site and our Platform.

The communications between you and Winning Seat use electronic means, whether you visit the Site or Platform or send Winning Seat e-mails, or whether Winning Seat posts notices on the Site or Platform or communications with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Winning Seat in an electronic form; (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Winning Seat provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

The Platform and the underlying information and technology may not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Winning Seat must be sent to our agent for notice to:  support@thewinningseat.com
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Last Updated: 3/15/2018