FinalFutures LLC TERMS & CONDITIONS

INTRODUCTION TO GENERAL TERMS & CONDITIONS

 

Effective Date: 01/11/2008

 

FinalFutures LLC (the 'Company' or 'FinalFutures') is a New York limited liability company. Our registered offices are at 280 Madison Avenue, Suite 912, New York, New York, 10016. We provide an exchange (the 'Exchange') for the trading of sporting ticket package futures contracts (referred to in these Terms & Conditions as the 'Ticket Package Future(s)') between our customers which is accessible online (the 'Website' facility). We provide our customers with an automated facility for the trading of sporting tickets with each other. In return for this service, we take a brokerage fee from each order for the sale or purchase of a Ticket Package Future placed by a customer on an individual sporting team competing within a FinalFutures sporting event ('Market'). In these Terms & Conditions references to 'we', 'us', 'our' and any similar expression shall include the Company and (to the extent required where these terms are incorporated by reference in any other agreement) any subsidiary of the Company. This agreement (the 'Agreement') is entered into between us and the customer ('you').

 

GENERAL TERMS & CONDITIONS

 

1. EFFECT OF THIS AGREEMENT

1. By agreeing to these Terms and Conditions and/or by continued use of the Exchange, you are bound by the entirety of this Agreement and 'Privacy Policy' that is incorporated by reference into these Terms and Conditions. If there is any inconsistency between these Terms and Conditions and any document incorporated by reference, these Terms and Conditions will prevail.

2. If we make significant changes to these Terms and Conditions we will take appropriate steps to bring such changes to your attention (such as by placing a notice of such change on a prominent position on the Website, together with the changed terms and conditions). It is your responsibility to check these Terms and Conditions and the Privacy Policy from time to time to ensure that you agree with them and your continued use of the Exchange will be deemed to be your acceptance of any changes to the Terms and Conditions and Privacy Policy. Any Ticket Package Futures purchased from us or matched with another customer prior to the time of amendment and notification of the changed terms and conditions will be subject to the pre-existing Terms and Conditions. Any Ticket Package Futures purchased from us or matched with another customer after the time of amendment and notification of the changed terms and conditions will be subject to the changed terms and conditions.

2. YOUR REPRESENTATIONS

1. You are 18 years of age or over, of sound mind and capable of taking responsibility for your own actions.

2. You can enter into a legally binding agreement with us and you are the person whose details are provided in connection with your FinalFutures registration or, in the case of legal entities, you are a duly authorized representative of the relevant legal entity. In the event that another person trades on your account you are solely responsible for all their actions whether or not their access was authorized by you and for this purpose you hereby indemnify FinalFutures and hold FinalFutures harmless against all costs, claims, expenses and damages howsoever arising in connection with the use of or access to your account by any third party.

3. You agree it is your responsibility to account for any tax or duty imposed on you as a resulting of purchasing Ticket Package Futures or placing trades through the Exchange. You understand that by using our services you may lose money on Ticket Package Futures purchased and accept that you are fully responsible for any such loss.

4. You will not use our services to purchase or trade Ticket Package Futures via any means where it is prohibited to do so while located in the jurisdiction in which you are located. The availability of the Website does not constitute an offer or invitation by FinalFutures to use the Exchange in any jurisdiction in which such use is illegal.

5. You agree it is your responsibility to verify that you are permitted to purchase or trade Ticket Package Futures in any jurisdiction in which you are located.

6. You are acting as a principal and not as an agent on behalf of a third party.

7. You are not an undischarged bankrupt or in a voluntary arrangement with your creditors.

8. When paying money into the FinalFutures Account (as defined in Paragraph 4.1.1) you warrant that you are authorized to do so. You are making such payments in good faith and will not attempt to reverse a payment made into the FinalFutures Account or take any action which will cause such a payment to be reversed by a third party, in order to avoid a liability legitimately incurred.

9. You undertake to use our services for legitimate trading purposes only. In particular you undertake not to (i) engage in any activity which has the purpose or effect of causing damage to or in any way hindering our business operations or generating or increasing a liability on us, including without limitation any tax, levy or duty collecting authority; or (ii) trade, or manipulate any Market in a manner which we believe has the purpose or effect of adversely affecting the integrity of the Exchange or any Market.

10. You will not attempt to hack, make unauthorized alterations or introduce any kind of malicious code to the Website or the Company by any means. Unless given prior approval from FinalFutures, you will not (a) reverse engineer or decompile (whether in whole or part) any software available through the Website; or (b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.

11. You will at all times act in good faith in relation to the counterparties to your trades struck through the Exchange and such counterparties will be able to enforce this duty directly against you.

12. You will not make offensive comments, use offensive or pornographic material or make potentially defamatory or inflammatory remarks in connection with the forums or any other part of the Website including within your own username or other information contributed to any FinalFutures site.

13. You will not attempt to use the Exchange to deliberately transfer money from one FinalFutures account to another by attempting to match trades on a Market with another customer through collusion.

14. You will not disguise or interfere in any way with the IP address of the computer you are using to access the Exchange or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Exchange.

3. PRIVACY AND INDEMNITY

1. Save in accordance with Paragraph 3.3 below, you may not enquire into the identity of the party or parties with whom we may match your offer for the sale or purchase of a Ticket Package Future.

2. Any information you send us will be processed in accordance with our Privacy Policy (accessible on the Website or on request).

3. In order to facilitate the enforcement of your rights pursuant to Paragraph 2.11 we may, at our sole and absolute discretion, provide you with details of the identity of the party or parties with whom your Ticket Package Future(s) have been matched if we are satisfied that such party or parties have acted in breach of Paragraph 2.11 in relation to such Ticket Package Future(s).

4. For the purpose described in Paragraph 3.3 above you explicitly consent to the release of your personal data in accordance with applicable data protection and privacy laws.

5. You agree to indemnify us and hold us harmless in respect of the release of any personal (or other) data pursuant to the terms of this Agreement.

4. ACCOUNTS AND PAYMENTS

1. Opening an account

1. Before you are able to start trading on FinalFutures, we will require you to first register with us. Additionally, you must have placed funds into an account that is administered for and on our behalf by FinalFutures.com Ltd. (a UK registered company)(the 'FinalFutures Account'). Funds contributed by you to the FinalFutures Account will be held by FinalFutures.com Ltd., and administered by FinalFutures.com Ltd. at our direction.

2. At our discretion we may not accept registration from persons resident in certain jurisdictions.

3. You agree to provide accurate registration information, including without limitation your correct date of birth (where requested). You agree to inform us of any changes in such details.

4. You authorize us, at any time, to use any means that we consider necessary to verify your identity and creditworthiness with any third party providers of information.

5. Registration will be conducted using secure server encryption.

6. You will inform us as soon as you become aware of any errors with respect to your account or any calculations with respect to any purchase or trade you have placed. We reserve the right to declare null and void any purchases or trades which are the subject of such an error.

2. Confirmation, passwords and telephone account numbers

1. If you register with us via the Website, upon completion of registration, we will confirm by electronic mail to the address you have supplied that your account is open.

2. On registration via the Website, you will be required to choose a password for use of the Website.

3. You agree to keep your username, password strictly confidential and you are responsible for any misuse of your password. Provided that we have been correctly supplied with the account information requested, we are entitled to assume that orders and payments are made by you. You should change your password on a regular basis and never disclose it to any third party. Passwords should contain a mixture of upper and lower case letters and numbers and/or symbols. Passwords are case sensitive and we recommend the use of passwords that combine a combination of non obvious letters and numbers in different cases. This will help to prevent the risk of unauthorized use of your account. You undertake to protect your username and password in the same way as you would in respect of your bank cards and any failure to do so shall be at your sole risk and expense.

4. You agree to inform us at once by electronic mail and by telephone if you believe that your account information is being misused by a third party so that we may suspend your account.

5. If you are using the Website, we strongly recommend that you disable any automatic password memory in your browser prior to use and that you run appropriate anti-spyware, firewall and virus protection on your computer on a regular basis.

3. Contribution of Funds and Operation of the FinalFutures Account

1. In accordance with Paragraph 4.1.1 above, in order to purchase a Ticket Package Future you need to contribute funds into the FinalFutures Account, which funds will be held by FinalFutures.com Ltd. on your behalf by way of security to meet any payment obligations you may incur as a result of placing offers for Ticket Package Futures on our Exchange.

5. USE OF FINALFUTURES' SERVICES

1. The Exchange carries offers for Ticket Package Futures that remain available for acceptance by you at any time. These can be viewed on the Website. We provide our customers with the following help facilities: (i) on the 'Help' section of the Website itself; and (ii) by email with our customer help desk. However, you are responsible for understanding the contents and operation of our Exchange. We reserve the right to change the format of the services we offer in order to enhance such services and we reserve the right to record ALL telephone calls to FinalFutures and to monitor all information relating to trades on customers accounts for which purposes you consent in accordance with applicable laws.

2. We may determine, at our discretion, when the Exchange is open for the trading of Ticket Package Futures and, though we will at all times use reasonable endeavors to settle Markets as quickly as possible, we give no assurances as to the timeframe in which Markets will be settled.

3. We may determine, at our discretion, to take steps to block you from trading Ticket Package Futures via the Exchange if you are located in certain jurisdictions.

6. OFFERS FOR TICKET PACKAGE FUTURE(S)

1. Any offer for a Ticket Package Future that you make will refer to a Market available on FinalFutures and will include the price at which you are prepared to sell or buy.

2. You agree to appoint the Company as your agent: (i) for the communication of your orders for Ticket Package Futures; and (ii) for receipt of communications of acceptance of your orders for Ticket Package Futures.

3. An offer for a Ticket Package Future is open for acceptance by our other customers using our Exchange, for so long as those customers comply with these Terms and Conditions.

4. Subject to Paragraph 6.14 you do not offer for sale or purchase Ticket Package Futures with the Company, but only with other customers who use our service. You offer to sell or buy a Ticket Package Future at the price you select.

5. Subject to Paragraphs 6.8 and 6.14, an offer for the sale or purchase of a Ticket Package Future that you make on FinalFutures remains open for acceptance by any of our customers (unless properly cancelled by you in accordance with Paragraph 8 below or the relevant Market is closed). You may not nominate individuals to be counterparties to any of your offers for Ticket Package Future(s).

6. Your offer for the sale or purchase of a Ticket Package Future may be posted on FinalFutures in isolation or in combination with other offers for the sale or purchase of Ticket Package Futures on the same Market. We will not identify you to our other customers as the originator of the offer unless required to do so by law or otherwise in accordance with the provisions of our Privacy Policy or Paragraph 3.3 above.

7. Your offer for the sale or purchase of a Ticket Package Future will only be valid and open for acceptance if it is made in accordance with our Terms and Conditions. We reserve the right to refuse to post your offer on our Exchange without giving prior notice.

8. If we allow you to make an offer for a Ticket Package Future and subsequently suspect that you are or were, at the time of making the offer, in breach of this Agreement, we may, at our absolute discretion, withdraw your offer from our Exchange, void any Ticket Package Future(s) outstanding to your account and terminate your account.

9. You are entirely responsible for the information that you provide us concerning the offer that you wish to place. We will not enquire into the reasonableness of any offer that you may make. We will not be liable for incorrect entries made by you on the Website, including data input errors with respect to the price on offer.

10. Once you have confirmed that you wish to place a particular offer for the sale or purchase of a Ticket Package Future, you agree to leave the offer for that Ticket Package Future open for acceptance, subject to termination of the offer by us or your valid cancellation of the offer in accordance with Paragraph 8 below.

11. Once your offer for the sale or purchase of a Ticket Package Future is accepted, you will not be able to change the terms of your offer even if you had intended to cancel your offer but failed to do so or the message to us to cancel your offer was not received and processed by the Exchange before the Ticket Package Future was accepted.

12. We may determine, at our absolute discretion, when our Exchange is open for the trading of Ticket Package Futures on any particular Market and may close the Exchange at any time at our absolute discretion.

13. In the interests of maintaining integrity and fairness in the Markets we may, at our sole and absolute discretion, decide to suspend trading on a Market earlier than anticipated and/or void certain Ticket Package Futures or a Market in its entirety.

14. FinalFutures shall initially set the market price of a Ticket Package Future and the first time purchase of that Ticket Package Future, following its placement on the Exchange by us, shall be from us and not another customer. Subsequent purchases of that Ticket Package Future shall be from another customer.

7. ACCEPTANCE OF OFFERS FOR TICKET PACKAGE FUTURE(S)

1. You may use the Website to accept offers for the sale or purchase of Ticket Package Futures that are available for acceptance on our Exchange. You can obtain details of what offers for Ticket Package Futures are available either by visiting the relevant Market on the Website.

2. While we will attempt to ensure that offers for Ticket Package Future(s) are correctly displayed and are effectively outstanding, we do not guarantee that every offer displayed as outstanding on the Website will be available for your acceptance. All or part of the offer of a Ticket Package Future displayed on the Website as available on the Exchange at a specific price may be successfully cancelled by one or more counterparties before your acceptance is processed by the Exchange. In this case, the offer for a Ticket Package Future will be withdrawn before your acceptance of that offer is acknowledged. Your failed attempt to accept the Ticket Package Future formerly on offer will however be posted as a new offer available for possible acceptance by other customers pursuant to the Terms and Conditions set out herein.

3. Subject to Paragraph 6.14, when you accept an offer for a Ticket Package Future as posted on the Exchange, you are not accepting an offer with the Company but with other customers who use FinalFutures.

4. Once you have accepted an offer for a Ticket Package Future, you will not be allowed to change the terms of that offer for a Ticket Package Future or cancel or withdraw from that offer for a Ticket Package Future. Acceptance of an offer for a Ticket Package Future, once received by us, concludes the trade.

5. We will attempt to match your order for a Ticket Package Future on your behalf with offers for Ticket Package Future(s) made on our Exchange so that you will receive the price that you have requested.

6. We will display all accepted offers for a Ticket Package Future on the 'My Transactions' page on the Website.

7. You may only accept offers for the sale or purchase of a Ticket Package Future using our Exchange. We will not recognize any purported acceptance made by means other than online, by completing the required processes on the Website.

8. CANCELLATION OF OFFERS FOR TICKET PACKAGE FUTURES

1. Unmatched offers for Ticket Package Future(s) posted on our Exchange may be withdrawn at any time, unless and until they have been accepted or the relevant Market is closed, by cancelling the relevant offer for a Ticket Package Future in the Buy Orders or Sell Orders' section (as applicable) of the relevant Market on the Website.

2. If you are using the Website, the cancellation of an outstanding offer for a Ticket Package Future becomes effective when your instruction to cancel is successfully received and processed by the Exchange. In the event that the Exchange fails to receive and process the cancellation in good time, you acknowledge that your offer may remain outstanding and available for acceptance.

3. If you attempt to cancel an offer for a Ticket Package Future that is outstanding, you may not be able to do so if customers have partially or wholly accepted your Ticket Package Future during the interval between your submitting the cancellation request and that request being processed by the Exchange. In this case, your original offer, or part thereof, will be validly accepted and settled.

4. We will cancel any offers for Ticket Package Future(s) that remain outstanding at the time that we close a Market.

9. TERMS APPLICABLE TO ALL TICKET PACKAGE FUTURES

1. Cancellation, Termination, Suspension and breach

1. Without restricting our ability to rely on other remedies that may be available to us, we may restrict your access to the Exchange, suspend or terminate your account or cancel any unmatched Ticket Package Future(s) in our absolute discretion without cause at any time, including (without limitation) if: (i) we suspect that you are engaging in illegal or fraudulent activity while using our Exchange; (ii) we suspect you are breaching any term of this Agreement; (iii) we suspect you are acting in a manner that is detrimental to the conduct of our business or which may result in legal liability for you, for the Company or for third parties; or (iv) we suspect that you may be having difficulties obtaining credit. In addition, if formally requested by the Police, regulators or taxation authorities located throughout the world or in the event that you fail to provide us with sufficient information to identify yourself in accordance with our own internal procedures or those imposed on us by regulatory authorities we may suspend your account and all functionality relating to the use of your accounts (e.g. trade management and cash withdrawal) and withhold from you any funds in your account pending determination of any criminal or other legal proceedings or investigation to which such a request may relate or until you provide the necessary 'know your client' or 'age verification' information.

2. Irrespective of whether we suspend or terminate an account and notwithstanding any other provisions in these Terms and Conditions, we may decide to cancel and void any outstanding or matched Ticket Package Future(s) if required by law or at our absolute discretion where (i) there is a technological failure; or (ii) we suspect that you or another customer with whom you have traded have (or may have) breached any term of this Agreement. In relation to any cancelled or void Ticket Package Future(s), we reserve the right to take any money from your account relating to these Ticket Package Future(s) or, if there are insufficient funds in your account, demand that you pay us the relevant outstanding amount relating to these Ticket Package Future(s).

3. You may suspend or terminate your account at any time upon notice to FinalFutures.

4. On termination or suspension of your account, in most cases we will return any funds in your account to you. However, we reserve the right to withhold the funds in your account from you pending the determination of any investigation (including any relevant external investigation): (i) where we suspect you have acted in breach of any term in this Agreement, including (but not limited to) where we suspect the account has been linked with fraudulent or dishonest activity; or (ii) where we have to withhold the funds in your account by law or to comply with any advice, request or instruction from any governmental, regulatory or enforcement authority located throughout the world. Following the determination of any such investigation we reserve the right to seize the funds in your account should we be satisfied that you have acted in breach of this Agreement. We will deal with any funds seized in this manner at our sole and absolute discretion.

5. For the avoidance of doubt at no point during any such period when we have withheld your funds will interest accrue to you on such funds.

2. Applicable thresholds: Maximum amounts

1. You may not make any offer for a Ticket Package Future at a Price that exceeds your 'Liquid Funds' balance as specified in the 'My Account' section of the Website.

2. In the event that we inadvertently process an offer for a Ticket Package Future in an amount outside the applicable threshold, such Ticket Package Future will nevertheless stand and be subject to the other terms of this Agreement.

3. Nature of Ticket Package Futures

1. You accept that you consider yourself to be adequately informed of your possible exposure, by the details provided by us on the Website prior to you placing an offer for a Ticket Package Future.

2. You accept that any amounts lost by you under any Ticket Package Future shall not under any circumstances be recoverable from the Company.

4. Delivery/Pick-Up of Tickets

1. If you own and hold a Ticket Package Future for your selected team and such team qualifies for the final of the sporting event in question, provided that you own and hold such Ticket Package Future at the time your team qualifies for such sporting event, we shall arrange for the delivery or pick-up by you of the actual sporting ticket relating to that Ticket Package Future.

10. COMMUNICATIONS AND NOTICES

1. Communications and notices to be given under this Agreement (other than those exchanges of information occurring in the normal operation of the site) should be sent to us in the manner prescribed in the 'Contact us' pages (accessible on the Website).

11. THE COMPANY

1. Brokerage fee and payment structure

1. We provide you with a platform which enables you to sell or buy Ticket Package Future(s), in consideration of which we will be paid a Brokerage Fee. The commission payable by you is 4 per cent calculated on the quoted price at which the Ticket Package Future is made available for sale on the Exchange ('Brokerage Fee'). FinalFutures reserves the right to change the amount of Brokerage Fee payable from time to time.

2. If you are placing an offer to sell a Ticket Package Future, a separate Brokerage Fee shall be payable by you each time a Ticket Package Future is made available for sale ('Sell Order'), even if: (i) such Ticket Package Future is not sold; (ii) you withdraw such Sell Order from the Exchange; or (iii) the relevant Market is closed. In the event you withdraw a Sell Order from the Exchange and you set another price for that Ticket Package Future, a new Sell Order shall be deemed created and a further Brokerage Fee shall be payable by you. All such withdrawals of a Sell Order and subsequent repricing shall require the payment of a further Brokerage Fee by you in each and every instance.

3. If you are placing an offer to buy a Ticket Package Future, a separate Brokerage Fee shall be payable by you each time you place an offer to buy a Ticket Package Future ('Buy Order'), even if: (i) such Ticket Package Future is not sold; (ii) you withdraw such Buy Order from the Exchange; or (iii) the relevant Market is closed. All such withdrawals of a Buy Order and subsequent placing of further Buy Order(s) shall require the payment of a further Brokerage Fee by you in each and every instance.

4. In these Terms and Conditions, references to 'Fees' shall include the brokerage fees (as described in 11.1.1), and any other payments levied by FinalFutures on customers from time to time. For further information on Fees see 'FAQ' section of the Website and you shall be bound by these.

6. We reserve the right to amend our policy on Fees from time to time.

7. We will calculate the amount of Fees you owe us and shall notify FinalFutures.com Ltd. to deduct the Fees accordingly from the FinalFutures Account.

2. Indemnity

1. You agree to indemnify and hold us and each of our associated companies (including FinalFutures.com Ltd.), each of their affiliates, officers, directors, agents, licensees and employees harmless from any liabilities, claims, losses or demands made by any third party arising out of your breach of this Agreement including documents incorporated by reference into this Agreement or out of your violation of any law or the rights of any third party.

2. You acknowledge that the Company and its agents will hold information with respect to your identity, including but not limited to your name, address and payment details. You agree that we rely on this information in entering into this Agreement with you and you agree to hold us harmless against any falsehood or inaccuracy contained in the information you provide us.

3. Matters beyond our reasonable control

1. Subject to Paragraph 11.3.5, we are not liable for any loss or damage that you may suffer because of any: act of God; power cut; trade or labor dispute, strike, act, failure or omission of any government or authority; obstruction or failure of telecommunication services; or any other delay or failure caused by a third party. In such an event, we reserve the right to cancel or suspend our services without incurring any liability.

2. We are not liable for the failure of any equipment or software howsoever caused, wherever located or administered, or whether under our direct control or not, that may prevent the operation of our services, impede the placing of orders for Ticket Package Future(s) or the matching of orders for Ticket Package Future(s), or prevent you from being able to contact us.

3. We are not liable for the acceptance or settlement of any offers for Ticket Package Future(s) where we do not receive communication of that acceptance or where we are unable to display that Ticket Package Future in the 'My Account' pages of our Website or we have not received your instruction to cancel an offer for a Ticket Package Future or, for any reason, we fail to process any instruction in good time.

4. We will not be liable for any failure to perform by a third party to our Agreement.

5. In the event that a sporting event is cancelled for which you own a Ticket Package Future, or such sporting event is postponed until a later date and you are unable to attend on such later date due to matters beyond your control, you shall be entitled to a reimbursement of the price at which that Ticket Package Future was first sold on the Exchange and not the price that you actually paid for that Ticket Package Future.

4. Limitation of liability

1. We exclude all representations and warranties as to the Exchange's satisfactory quality and/or fitness for its intended purpose.

2. We will not be liable to you for any loss that you may incur as a result of misuse of your password, and we accept no liability resulting from its unauthorized use, whether fraudulent or otherwise.

3. In no event will we, or any of our suppliers, accept any liability however arising for any losses you may incur as a result of placing orders for Ticket Package Future(s) or otherwise by your use of the Exchange or our services. Under no circumstances will our liability under these Terms and Conditions or for breach of contract, tort, equity or otherwise exceed your maximum permitted exposure as set out in Paragraph 9.2.1. Under no circumstances will we be liable for any indirect, special or consequential damages, loss of profits (direct or indirect) or the benefit of any Ticket Package Future arising from breach of contract, negligence, equitable duty (including for the avoidance of doubt in relation to any Ticket Package Future(s) or Market(s) voided by us) or other liability even if we had been advised of or known (or should have known) of the possibility of such damages or loss.

4. You agree that your sole remedy, if any, for breach of contract, tort, equity or otherwise shall be an action at law for damages, it being agreed that in no event shall you be entitled to any injunctive or other equitable relief, including, without limitation, any such relief respecting the placement of orders for Ticket Package Future(s), or the operation and making available of the services by or on behalf of FinalFutures.

5. Use of our Exchange by those under age

1. If we are notified that you are under 18 or were under 18 when you purchased Ticket Package Future(s) or placed any offers for Ticket Package Future(s) through the Exchange ('under age'): (i) we will immediately prevent you placing any further offers or making any withdrawals from or use of your account; (ii) we will investigate the claim that you are or were under age, including whether in fact you have been trading as an agent for or at the behest or on behalf of another person; (iii) if having found that you are or were under age, we will retain all monies which have accrued and remain in your account or which are otherwise due to be credited to your account; (iv) you must pay to FinalFutures all monies gained from trading through the Exchange whilst under age on demand. Should you not comply with this duty we will seek to recover from you or to set off against any offers placed by you or any monies paid to you as a result of trades placed though the Exchange together with the costs of such recovery. Any sums recovered will belong to FinalFutures; and (v) we will not return to you any Fees paid by you in respect of trades made whilst you were under age.

6. Right of set off

1. We may at any time, without notice to you, set off any liability owed to us or to our customers by you, including (without limitation) in relation to any FinalFutures account in your name or which we believe to be under your control; against any funds held in another FinalFutures account in your name or which we believe to be under your control.

7. Intellectual property

1. FinalFutures and the FinalFutures logo are registered trade marks of FinalFutures LLC and FinalFutures LLC is the sole owner of the same. Any unauthorized use of the FinalFutures trade marks may result in prosecution.

2. www.FinalFutures.com is the uniform resource locator ('URL') of our Company and no unauthorized use may be made of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.

3. You agree to assign to FinalFutures any intellectual property rights (including copyright) in any offers for Ticket Package Future(s) placed by you on the Exchange. FinalFutures owns all rights in any price data and related content on the Exchange. Your registration and use of our Exchange confers no rights whatsoever to the content and related intellectual property rights contained in our Exchange. You agree not to monitor, use or copy our web pages or any content on the Exchange, including without limitation any price data. Any unauthorized use or reproduction may be prosecuted.

4. Any data licensed to FinalFutures from third parties is provided for use on the Website only and may not be used for any commercial purposes without the consent of such third parties.

8. Assignment

1. You may not assign any part of this Agreement without FinalFutures' written consent but FinalFutures may assign this Agreement without notice to you.

9. Information Services

1. From time to time FinalFutures may provide you with access to various information and content (e.g. form data, results, video streaming) via the Website (including micro-sites and as part of any runner data and/or results service), emails or any other means of communication. Further, FinalFutures may provide you with links to third party websites which may include information.

2. The information referred to in 11.9.1 is supplied "as is" and for guidance only. Use of such information is entirely at your own risk. To the fullest extent permitted by law, FinalFutures makes no representations or warranties of any kind, including but not limited to, the accuracy, quality or completeness of the information.

3. FinalFutures shall not be liable for any action taken by you as a result of your relying on any information referred to in 11.9.1 or for any loss or damage suffered by you as a result of you using such information or any third party website linked to or from FinalFutures.

4. Any links from the Website to third party websites do not constitute an endorsement by FinalFutures of any products or services available on such websites. You use such websites at your own risk and FinalFutures takes no responsibility for the content on, or use of, such websites.

10. FinalFutures Forum

1. From time to time FinalFutures may provide you with access to an online chat forum (the 'FinalFutures Forum'). If you use the FinalFutures Forum you agree to be bound by any FinalFutures Forum Terms and Conditions which may appear on the Website from time to time. The FinalFutures Forum terms and conditions are incorporated into these Terms and Conditions by reference.

2. We shall not be liable to you for any defamatory postings made by you or in relation to you. You agree to indemnify FinalFutures against loss suffered by FinalFutures or any subsidiary company as a result of any FinalFutures Forum posting made by you.

3. You grant FinalFutures an irrevocable, perpetual license to all forum postings by you to use or reproduce for any purpose whatsoever.

11. Exchange Access

1. These Terms and Conditions apply to you, through whatever means you access the Exchange.

2. You agree to accept any other FinalFutures terms and conditions giving you access to the Exchange. Any such terms and conditions are incorporated by reference into these Terms and Conditions.

12. SEVERABILITY

1. In the event that any provision of these Terms and Conditions is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected.

13. DISPUTE RESOLUTION

1. In the event of a dispute arising between us and you, our customer service staff will attempt to reach an agreed resolution.

2. Should our customer service staff not be able to reach an agreement with you, our senior management and/or Board of Directors may intervene to resolve any outstanding grievance.

3. You agree to follow any grievance/dispute policy FinalFutures may put in place from time to time.

14. GENERAL

1. This Agreement is governed by the laws of the State of New York.

2. The federal and state courts located in New York County shall have exclusive jurisdiction in relation to all disputes under this Agreement.

3. This Agreement and the terms expressly incorporated into it constitute the entire and only agreement between the parties with regards to its subject matter and each party confirms that it has not been induced to enter into this Agreement in reliance upon, nor has it been given, any warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.

4. No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.