Merchant Agreement

ORGANIZER AGREEMENT

THIS AGREEMENT is between TicketsPlus a company having its registered office at 49 Tarpon Circle Poindexter Road, George Town, Grand Cayman (“TicketsPlus”) and Respective Organizer who submitted event for ticket sales “Organizer” Organiser”)

This Organizer Agreement and the rights and obligations contained herein are in addition to and are incorporated into TicketsPlus Terms of Service by reference. Nothing in this Organizer Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Service. Under the Terms of this Organizer Service Agreement for the provision of Online Ticketing Services (the “Agreement”), The Online Ticketing Platform shall furnish the services described hereunder to the Organizer for their Events (“the Events”).

TERMS OF AGREEMENT

WHEREAS the ORGANIZER is desirous that the Online Ticketing Platform perform the services hereinafter described in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

1.       GENERAL TERMS

General Policy. The terms and conditions hereunder determine the manner in which Organizers can use the Online Ticketing Platform to create, promote and/or sell tickets and/or register patrons and/or collect event proceeds for an event. The Organizer agrees to each and every term of this Agreement without modification and enters into a binding contract with TicketsPlus, which will be applicable when and if the Organizer uses the Online Ticketing Platform to create, promote and/or sell tickets and/or register patrons and/or collect event proceeds for an event.

Authority to Execute. The Organizer warrants that it is under no disability, restriction, or prohibition with respect to its right or authority to execute this Agreement and to bind the Organizer hereunder and perform its terms and conditions. The Organizer further warrants and represents that no act or omission by it hereunder will violate any right or liability to any person and/or third party

2.       SERVICES

Services to the Organizer. The Online Ticketing Platform shall provide to the Organizer with an online ticketing system whereby they can create, promote and/or sell tickets and/or register patrons and/or collect event proceeds for an event and/or have patrons pay and receive tickets electronically for the Events.

3.       ADDITIONAL REGISTRATION INFORMATION

3.1          Additional Information. As part of the creation of a paid event or at any time following such creation, the Organizer may be required by TicketsPlus to provide additional information (beyond the information required to register for the Online Ticketing Platform) about the entity (if any) and/or the individual persons (if any) and/or the principals/beneficial owners of the entity (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, date of birth, passport or driver’s license number and/or any other form of government-issued identification, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the service for paid events. The Organizer agrees to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

Disclosure Authorization. The Organizer agrees that TicketsPlus is permitted to share Registration Data, Additional Registration Data and information relating to the Organizers events and transactions on the service with Credit Card Companies, Financial Institutions representing any Attendee and/or interested third parties, as required by any valid law or Court order in any jurisdiction and with the Organizer’s bank or other financial institution, in each case to the extent your transactions or events involve such third parties. In addition, the Organizer authorizes TicketsPlus to verify its Registration Data and Additional Registration Data and conduct due diligence on the Organizer through third parties, including third-party credit reporting agencies.

Failure to Provide. TicketsPlus reserves the right to suspend any Organizer’s account or to withhold any amounts due under clause 4 below to any Organizer in the event that it reasonably believes that the Organizer’s Registration Data or Additional Registration Data is inaccurate or if the Organizer fails to provide all Registration Data or Additional Registration Data within the timeframes requested.

4.       PAYMENT METHOD/PAYMENT PROCESS

4.1          Order Confirmations. Upon an order being placed by an Attendee/Consumer/Patron and confirmed through TicketsPlus, TicketsPlus generates a confirmation message and issues a unique confirmation number for such Consumer's order. The Organizer agrees to unconditionally accept, honour and fulfil all ticketing, registration, and payments that have been confirmed by TicketsPlus through the services. The Organizer agrees it is the Organizer's responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.

4.2          Payment for Services. The Online Ticketing Platform will be paid a fee of 8% of every ticket it sells subject to the processing fees described in clause 6 below for the Events.

4.3          The Organizer hereby agrees that the Online Ticketing Platform will take the percentage described in clause 4.2 above upfront and remit the balance of monies to the Organizer in the manner described in clause 4.4 below.

4.4          Payment Process. The Organizer hereby agrees and understands that payment remittance will occur three-four (3-4) business days after the successful completion of an event. TicketsPlus will remit to the Organizer all event proceeds subject to: (i) the deduction of all applicable service fees then due; (ii) any right of setoff against any debts or other amounts owed to TicketsPlus by the Organizer under this Agreement; (iii) any other deductions authorized pursuant to this Agreement; and (iv) any reserves established pursuant to clause 5.1 below. Such pay-outs will be made only to the pay-out information designated by the Organizer or given to TicketsPlus pursuant to clause 3.1 above. Pay-outs will be made by Electronic Bank Transfers for Organizers within the Cayman Islands and by Wire Transfer for Organizers outside of the Cayman Islands the burden of any transfer fees being borne by the Organizer.

4.5          For Electronic Banking transactions, if any bank account number the Organizer provides to TicketsPlus, including a bank account number provided as part of the Organizer’s Additional Registration Data, is inaccurate, the Organizer agrees that TicketsPlus is still entitled to make payment to that account number, even if the Organizer does not own the bank account. The Organizer agrees that TicketsPlus may rely solely on the bank account number provided as the proper identification of the Organizer’s bank account, even if the bank account number identifies a different account from your account. The Organizer also agrees to reimburse TicketsPlus for any losses or expenses incurred as a result of the reliance on any bank account number provided by the Organizer.

4.6          The Organizer agrees that TicketsPlus may, from time to time, in their sole discretion, without notice to the Organizer setoff against the Organizer’s reserve as defined under clause 5.1 below or setoff against any event proceeds received on behalf of the Organizer (including for any TicketsPlus service fees or any other amounts the Organizer owes to TicketsPlus under this Agreement or any other agreement between the Organizer and TicketsPlus), based upon the level of refunds, disputed charges, chargebacks, Attendee complaints, allegations of fraud, changes in the Organizer’s credit profile or the underlying event(s)' risk profile, fraudulent conduct by the Organizer or anyone acting on the Organizer’s behalf, or breaches of the Terms of Service or any other agreement between the Organizer and TicketsPlus, including this Agreement. TicketsPlus may exercise such setoff rights before making any pay-out to the Organizer and is not liable to the Organizer for any claims resulting from its decision to exercise its setoff rights. TicketsPlus may also exercise any of its rights and remedies under clause 10.2 of this Agreement regarding recovery of such amounts due and owing to it from the Organizer.

4.7          Advances. The Organizer agrees that they are only entitled to receive event proceeds for any given event following the conclusion of the applicable event. TicketsPlus, at its sole discretion, may determine to advance a portion of the event proceeds to the Organizer prior to the successful completion of an event. The Organizer agrees that any payments made by TicketsPlus of event proceeds prior to the successful completion of the applicable event are merely advances of amounts that may/might become payable or due to the Organizer under sub-clause 4.4 above. If TicketsPlus advances any portion of event proceeds to the Organizer, the Organizer acknowledges, warrants and agrees that TicketsPlus may at any time terminate or suspend the Organizer’s right to receive such advance payments; and/or alter the terms (i.e., frequency, reserve rate and maximum aggregate cap) of such advance payments made to the Organizer. In addition, the Organizer agrees that TicketsPlus may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, Attendee complaints, allegations of fraud, changes in the Organizer's credit profile or the underlying event(s)' risk profile, or breaches of the Terms of Service, including this Agreement. Upon receipt of notice of any such demand, the Organizer will thereupon promptly pay back to TicketsPlus the portion of any such advance demanded. The Organizer acknowledges and agrees that TicketsPlus has the right to withhold funds as set forth in clauses 4.4 above and clause 5.1 below and further acknowledges and accepts its obligations under clauses 7 and 9.8 of this Agreement, including its obligations to reimburse TicketsPlus for refunds and credit card chargebacks.

4.8          Cancellations/Non-performance. No payments will be made to the Organizer with respect to any event that is cancelled or with respect to which TicketsPlus believes there is a risk of cancellation or non-performance, unless TicketsPlus receives adequate security (as determined by TicketsPlus in its discretion) for the Organizer's obligations under this Agreement. TicketsPlus may elect, but is not obligated, to issue full or partial payment to the Organizer for a cancelled event after a stated period for refund requests has concluded, and for clarity, the Organizer will remain fully responsible for Chargeback Costs (as defined below). In addition, no Event Proceeds for a given event will be settled to the Organizer until that event is successfully completed. If payments have already been settled or advance payments made to an Organizer for a cancelled event, the Organizer will immediately refund TicketsPlus all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under clause 9. The Organizer is responsible for complying with the requirements of clause 9 and the requirements of the General Refund Policy which are in addition to and are incorporated into the Terms of Service by reference. If the Organizer does not remit the funds due to TicketsPlus that are sufficient to cover refunds due to Attendees for an event cancellation or non-performance, including, but not limited to, any mandatory refunds under clause 9.8 below, then the Organizer acknowledges and agrees that the amount of such shortfall will become due and owing from the Organizer to TicketsPlus until satisfied in full subject to the provisions of clause 9 and 10.2. The Organizer agrees to indemnify the Online Ticketing Platform and hold it harmless against any damages, costs, expenses, fees (including attorney’s fees) incurred by it in any claim, suit, litigation, or proceeding instituted against it and/or any of its directors and/or officers and arising out of any breach or claimed breach by the Organizer and/or any of its directors and/or officers of any warranty, representation, or covenant of the Organizer to repay and/or refund Attendees/patrons of any of its events in the event of cancellation for any reason whatsoever. The Organizer shall be responsible for any legal proceedings initiated against it and/or the Online Ticketing Platform and for the hiring of attorneys (after consultation with the Online Ticketing Platform) at its sole costs for defending any such action instead or in place of the Online Ticketing Platform.

Report. The Online Ticketing Platform shall give the Organizer a Report to accounting for the ticket purchase sales received, all processing fees deducted including service fees and the payment percentage the Online Ticketing Agent received within ten (10) days of the Event. Any queries the Organizer has are to be sent in writing to the Online Ticketing Platform within seven (7) days of the date of receiving it otherwise it shall be deemed to be accepted by the Organizer.

5.     RESERVES AND RIGHT OF SET-OFF

5.1          TicketsPlus reserves the right to retain a certain percentage of event proceeds and any other fees for Services provided to the Organizer by TicketsPlus (with such percentage being determined by TicketsPlus at its sole discretion) to fund a reserve at any time as TicketsPlus determines in its discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, Attendee complaints, allegations of fraud or changes in the Organizer's credit profile or the underlying event(s)' risk profile and as otherwise necessary to secure the performance of the Organizer’s obligations under this Agreement, and/or to protect TicketsPlus against fraudulent or erroneous activity.

5.2          TicketsPlus' right to hold a reserve will continue following the applicable event(s) and until either the Organizer has discharged all its obligations hereunder and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or The Organizer has provided TicketsPlus with adequate security (as determined by TicketsPlus in their discretion) for its obligations under this Agreement, whether matured or unmatured, contingent or non-contingent or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in clause 4.4 above. In the event that the exercise of TicketsPlus' set-off rights does not fully cover the amount of funds due and owing from the Organizer under this Agreement then such amount of funds will be deemed due and owing to TicketsPlus until the Organizer has satisfied the amount in full.

6.     PROCESSING FEES

All processing fees will be added to the purchase price at checkout and remitted by the Online Ticketing Platform when they become due.

The percentage due to the Online Ticketing Platform under clause 4.2 above will be calculated on the purchase price after all processing fees have been deducted pursuant to clause 4.4 above.

7.     CHARGEBACKS/REVERSALS

Any credit card chargebacks or other transaction reversals ("Chargebacks") initiated against TicketsPlus for any reason (except to the extent they are caused solely by TicketsPlus’ negligence or wilful misconduct) with respect to an Organizer's event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses (together with the amount of Chargebacks, “Chargeback Costs”) incurred by TicketsPlus in connection with such chargebacks will ultimately be the responsibility of the Organizer and the Organizer agrees to promptly and fully reimburse TicketsPlus for such amounts on demand. As part of the services hereunder TicketsPlus will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of the Organizer and the Organizer hereby authorizes TicketsPlus to do so and agrees to use reasonable efforts to cooperate with TicketsPlus in such re-presentment. However, TicketsPlus will have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organizer's refund policy or the provisions of clause 9 below. Both parties agree that TicketsPlus’ loss of any chargeback that has been represented by it will not in any way limit the Organizer's obligation to reimburse TicketsPlus under this paragraph.

8.     STANDARD OF CARE

The Online Ticketing Platform warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement.

9.     REFUNDS

9.1          Refund Policy and Process. The Organizer agrees to communicate a refund policy to all patrons/consumers/Attendees with respect to each event posted on the Online Ticketing Platform and further agrees that such refund policy shall be in conformity with and comply with TicketsPlus Refund Policy. To the extent that the Refund Policy of an Organizer contradicts or fails to conform with TicketsPlus Refund Policy, the latter will take precedence.

9.2          In the event of a full or partial event cancellation, the Organizer agrees that TicketsPlus has the discretion to issue refunds to Consumers/Attendee by using backup funding sources within the TicketsPlus platform pursuant to clause 5. If such funds are not sufficient the Organizer must forthwith remit any advance payments or event proceeds paid out to the Organizer to TicketsPlus so that refunds can be processed by it on the Organizer's behalf. In the event that TicketsPlus is unable to process a refund on behalf of the Organizer for any reason (e.g., the Antendee’s payment card account cannot accept the refund), TicketsPlus will not process the refund through the TicketsPlus platform and the Organizer will bear sole responsibility for meeting its refund obligations under this Agreement and TicketsPlus’ refund policy. In such cases the Organizer may provide a refund through cash or check. TicketsPlus reserves the right to set a time period after which refund requests received for a cancelled event will not be processed through the TicketsPlus platform. TicketsPlus may, but is not obligated to, elect to allow the Organizer to refuse refunds for a cancelled event when the refund requests are received after that period, provided that the Organizer will remain responsible for all Chargeback Costs.

9.3          If the Organizer elects to remit funds back to TicketsPlus to process refunds on the Organizer’s behalf, to the extent it is able to do so, the Organizer must remit funds to TicketsPlus that are sufficient to cover the refunds due to Consumers/Attendees within 5 days of the cancellation of the event. If the Organizer fails to remit sufficient funds, TicketsPlus reserves the right in its sole discretion to refund those consumers/Attendees that the funds cover and/or return the entire sum to the Organizer so that it can manage the refund process.

9.4          The Organizer agrees to notify Consumers/Attendee of the event cancellation as soon as reasonably possible and prior to the event start time. The Organizer will be the main point of contact for Attendees with refund requests, and The Organizer will instruct the Attendees not to contact TicketsPlus with refund requests. The Organizer will provide clear instructions and contact information to Attendees so that Attendees can make refund requests. The Organizer acknowledges that TicketsPlus reserves the right to charge the Organizer for the cost of any charge backs related to the cancelled event, and such amounts are also subject to the provisions of clause 5 and 10.2 of this Agreement.

9.5          If the Organizer offers Consumers/Attendees a credit or other accommodation through which the Organizer will “make good” on its obligations to Consumers/Attendees in lieu of a ticket/purchase price refund and/or in the event of an inability to complete a ticket/purchase price refund, then (i) such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and (ii) such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law (as to which The Organizer bears sole responsibility for compliance)) must be clearly communicated to the Consumers/Attendees. The issuance of any credit or other accommodation is solely the Organizer's responsibility and the Organizer is responsible for compliance with all applicable laws, rules and regulations. The Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if a credit, accommodation, or an "other make good" refund is given and/or even if it is provided because a purchase price refund could not be completed. Further, in the event that the Organizer fails for any reason to honour a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was used, TicketsPlus shall be entitled to exercise all rights under this Agreement, including but not limited to the right (but not the obligation) to issue refunds to impacted Consumer(s) (to the extent it is able to do so) and to collect such sums directly from the Organizer.

9.6          The Organizer agrees and understands that any funds associated with another “make good” issued in the form of a credit that is usable only for the Organizer’s future events will, as between TicketsPlus and the Organizer, be processed by TicketsPlus in the same manner as a refund from the Organizer’s account in accordance with the terms of this Agreement. Such credit, upon use, will be processed on the Organizer’s behalf by TicketsPlus as part of the final settlement of the event. A credit will be deemed “used” once the Attendee either attends the concluded event to which the credit was applied or fails to attend the concluded event to which the credit was applied. However, if the Organizer has established a period in which such credit must be used and the credit is not used during the established period, such credit will be applied to the Organizer’s account and settled with the Organizer’s next scheduled pay-out, provided that the Organizer offered a substitute event that was ticketed and completed during the established period.

9.7          Refund Disputes. All disputes regarding refunds are between the Organizer and its Attendees. In the event of a dispute, TicketsPlus may try to mediate, but ultimately it is the Organizer's obligation to settle the dispute. Notwithstanding the foregoing, TicketsPlus will have the right to make refunds on the Organizer's behalf as set forth in clause 9.8 and 9.9 below.

9.8          Mandatory Refunds. Notwithstanding the foregoing, the Organizer authorizes TicketsPlus to make refunds in the following situations:

the Organizer specifically authorizes the refunds at the time;

the event description presented to the Consumer at the time of purchase is significantly different from the actual event;

Attendees are unable to attend the event due to failure of the Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns;

9.9          If TicketsPlus believes in its discretion that specific orders should be refunded under the Organizer's posted refund policy or TicketsPlus' Refund Policy including without limitation, that it is required by applicable laws, rules or regulations;

TicketsPlus believes in its discretion that the refund request, if not granted, will lead to a chargeback that TicketsPlus is more likely than not to lose;

The Organizer failed to list a refund policy on the applicable event page and TicketsPlus believes in its discretion that a refund would be reasonable under the circumstances;

TicketsPlus believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or

TicketsPlus believes in its discretion that the order is a duplicate.

The Organizer also authorizes TicketsPlus to make refunds of any and all orders if: (a) TicketsPlus believes in its discretion that The Organizer has engaged in any fraudulent activity or made any misrepresentations; (b) TicketsPlus believes in its discretion that there is a substantial risk of non-performance by The Organizer with respect to the applicable event or future events; (c) TicketsPlus believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (d) TicketsPlus believes in its discretion that failing to make the refunds would otherwise expose TicketsPlus to legal liability.

Because all sales are ultimately made by the Organizer, the Organizer hereby agrees to reimburse TicketsPlus promptly and fully upon demand for any refunds that TicketsPlus processes pursuant to this Agreement, save and except to the extent that the necessity for such a refund is caused by TicketsPlus' negligence or wilful misconduct. The Organizer acknowledges and agrees that chargebacks will result in losses to TicketsPlus in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback TicketsPlus is mitigating such losses and its damages with respect to the Organizer's breach of this Agreement. If the Organizer does not remit funds to TicketsPlus that are sufficient to cover mandatory refunds as described by clauses 9.8-9.9 above and/or for an event cancellation or non-performance, then the Organizer acknowledges and agrees that the amount of such funds shortfall will become due and owing to TicketsPlus under until satisfied in full and such amounts are also subject to the provisions of clauses 5 and 10.2 of this Agreement.

10.     MISCELLANEOUS

10.1        Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which shall remain in full force and effect as if this Agreement had been executed duly with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full force and effect in all other circumstances

10.2        Non-Exclusive Remedies. If the Organizer fails to pay and/or remit and/or return TicketsPlus any amount owed pursuant to this Agreement when due and following a late payment notice being delivered by TicketsPlus, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of one percent (5%) per month, compounded monthly and the maximum amount permitted by law. In the event any amounts are owed by the Organizer to TicketsPlus, TicketsPlus may, without limiting its other rights and remedies and to the extent permitted by law withhold any amounts due to the Organizer, whether for a particular event or for any other event that Organizer lists/posts on the online ticketing platform and use the withheld amounts to set off the amount owed by the Organizer to TicketsPlus and/or send an invoice to the Organizer for such amounts to the extent the Organizer’s outstanding balance is insufficient to cover these costs, in which case the Organizer will pay TicketsPlus such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to TicketsPlus is not made by the Organizer when due and after receiving a late payment notice, TicketsPlus in its discretion and without limiting its other rights and remedies under this Agreement and/or to the extent of the law, may suspend or terminate the Organizer's account. In addition, any such unpaid amounts due and owing to TicketsPlus are subject to collections in accordance with clause 10.3 below.

10.3        Collections/Costs of Recovery. TicketsPlus reserves the right to pursue any late and unpaid amounts due and owing to it if such amounts are not paid within thirty (30) days after the date of any submitted invoice. In addition, the Organizer agrees to reimburse TicketsPlus promptly and fully upon demand all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by TicketsPlus in collecting past due amounts or any other amounts due and owing from the Organizer. The Organizer agrees that if TicketsPlus is forced to take action to pursue and/or collect past due amounts and the Organizer does not respond or pay in full after receiving a collection notice, TicketsPlus reserves the right to pursue outstanding balances through court proceedings.

Modification and Waiver. Waiver of a breach of this Agreement by either party shall not be considered a waiver of any other subsequent breach.

Independent Contractor. The Online Ticketing Platform is an independent contractor of the Organizer.

Taxes. The Organizer is solely responsible for determining which, if any, sales, use, amusement, value-added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to their use of the services under this Agreement and to any sales made using the services. The Organizer warrants and agrees that it is their sole responsibility to and that they will collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). The Organizer agrees and acknowledges that TicketsPlus cannot give them legal or tax advice, and understand they are advised to get independent advice from competent professionals about any applicable Taxes and/or their tax liability generated from using the services under this Agreement. In the event that a Tax Authority requires TicketsPlus to pay any Taxes attributable to the Organizer’s use of the Services herein or from sales made by the Organizer using the Services herein, the Organizer agrees to reimburse TicketsPlus for such Taxes promptly and fully upon demand and all costs, penalties, interest and expenses related thereto.

Notices. All notices or other communications hereunder shall be in writing, sent by email and/or courier, provided that the recipient receives a manually or electronically signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address or email address specified in this Agreement or such other address as may be specified in a written notice in accordance with this clause. Any party may, by notice given in accordance with this clause to the other parties, designate another address or person or entity for receipt of notices hereunder.

Assignment. This Agreement is not assignable or transferable by the Organizer.

Clause Headings. Title and headings of clauses of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.

Residuals. Nothing in this Agreement or elsewhere will prohibit or limit the Online Ticketing Platform's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement. The Online Ticketing Platform shall have the right to use all data collected or generated under this Agreement.

Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party.

Entire Agreement/Survival. This Agreement states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between the Organizer and the Online Ticketing Platform respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto. Clauses 4, 5, 6, 7 and 9 survive the expiration or termination of this Agreement for any reason.

Force Majeure. The Online Ticketing Agent shall not be responsible for the Organizer delaying the Events or failure of the Events to take place for causes beyond its control. Such causes may include but are not restricted to, acts of God or of the public enemy, fires, floods, global or local pandemics, epidemics, riots, civil unrest, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.