Terms & Conditions - Ticket Booth

This Software As a Service Agreement (this “Agreement”) is entered intobetween Event Finders, LLC d/b/a Ticketnology, a Texas limited liability company with a principal place of business at PO BOX 670888, Dallas, TX 75367 (“Licensor”), and “Licensee”.

Licensor and Licensee shall be referred to individually as the “Party,” or collectively, as the “Parties”.

RECITALS

WHEREAS, Licensor is in the business of event ticket management and managing strategic plans for multiple event venues and programs for its clients and customers;

WHEREAS, Licensor develops and markets a computer software application to manage and consolidate event tickets in one application, known as Ticket Booth; and

WHEREAS, Licensee desires to acquire access to use the Services (as defined below) to manage Licensee’s event tickets, and Licensor desires to grant Licensee such access as set forth herein.

THEREFORE, for good and valuable consideration, receipt, and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

1. DEFINITIONS

            1.1.      “Aggregated Statistics” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

             1.2       “Change of Control” means the following: (i) sale of all or substantially all of the Licensee’s assets to any person or entity; (ii) a merger, consolidation, or other similar business combination of the Licensee’s parent companies, subsidiaries, or affiliates, with or into another company; or (iii) a sale, transfer and/or acquisition of a majority of the common stock, partnership interests, or membership interests of the Licensee.

            1.3       “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or its representatives through the Services (other than Aggregated Statistics).

            1.4       “Documentation” means all user manuals and other written material created by Licensor to describe the functionality or assist in the use of the Services.

            1.5       “License Fee” means the fee to be paid by Licensee to Licensor as consideration for the right to access and use the Services and to license to the Documentation.

            1.6       “Licensor IP” means the Services, the Documentation, and any and all intellectual property rights associated with the foregoing or the applications used to provide the foregoing. For the avoidance of doubt, Licensor IP includes Aggregated Statistics and any information, data, or other content derived from Licensor’s monitoring of Licensee’s access to or use of the Services, but does not include Customer Data.

            1.7       “Services” means the software-as-a-service marketed and sold as Ticket Booth. The term Services includes any updates, modification, bug fixes, updates, enhancements, or other modifications to the web-platform where such services may be accessed (which Licensor may make from time to time in its sole discretion). It does not include any access to any platform that constitutes a separate product because of differences in name, function, or features.

            2.1.      Grant. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, revocable (i) right to access and use the Services, and (ii) license to use the Documentation; in each case, only during the term of this Agreement and exclusively for management of event tickets in the course of Licensee’s own internal business use.  The access rights granted hereunder also entitle Licensee to additional support services as described Legend Level.

            2.2.      License Restrictions. Except as specifically granted in this Agreement, Licensor owns and retains all right, title, and interest in the Services, Documentation, Aggregated Statistics, and any and all related software or materials and Licensor IP. This Agreement does not transfer ownership rights of any description in any Licensor IP or any related materials to Licensee or any third party. Licensee will receive the Services only on Licensor’s authorized online platform.  Licensor may monitor Licensee’s use of the Services and collect and compile Aggregated Statistics.  Licensee will not modify, reverse engineer, or decompile the Licensor IP, or create derivative works based on such Licensor IP. Licensee will not distribute or grant access to the Services and/or Documentation to any persons or entities other than Licensee’s employees, consultants, or contractors (and Licensee is responsible for ensuring the compliance of each such party with the terms of this Agreement on behalf of Licensee). Licensee may not sell the Services or Documentation to any person or make any other commercial use of the Licensor IP, except as expressly permitted by this Agreement. Licensee will retain all copyright and trademark notices, and any other notices of proprietary rights on Licensor’s platform and Documentation, and will take other necessary steps to protect Licensor’s intellectual property rights in the Licensor IP.  All use of the Services will be subject to Licensor’s standard policies, including any Terms of Use and Privacy Policy, as the same may be updated from time to time, to the extent such policies do not expressly conflict with the terms of this Agreement.

            2.3       Suspension.  Notwithstanding anything to the contrary in this Agreement, Licensor may temporarily suspend Licensee’s access to any portion or all of the Services if: (i) Licensor reasonably determines that (A) there is a threat or attack on any of the Licensor IP; (B) Licensee’s use of the Licensee IP disrupts or poses a security risk to the Licensor IP or to any other customer or vendor of Licensor; (C) Licensee is using the Licensor IP for fraudulent or illegal activities; (D) subject to applicable law, Licensee has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Licensor’s provision of the Services to Licensee is prohibited by applicable law; (ii) any vendor of Licensor has suspended or terminated Licensor’s access to or use of any third-party services or products required to enable Licensee to access the Services; or (iii) if Licensee fails to perform its obligations under this Agreement (including but not limited to its payment obligations), a “Service Suspension”). Licensor shall use reasonable efforts to provide written notice of any Service Suspension to Licensee and to provide updates regarding resumption of access to the Services following any Service Suspension. Licensor shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Licensor will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee may incur as a result of a Service Suspension (EVEN IF ARISING AS A RESULT OF LICENSOR’S OWN NEGLIGENCE). 

            2.4       Feedback. If Licensee or any of its employees, contractors, consultants, or other representatives sends or transmits any communications or materials to Licensor by email, telephone, or otherwise, suggesting or recommending changes to the Licensor IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its employees, contractors, consultant, and/or representatives, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.

            3.1.      License Fee. In consideration for the License granted to Licensee under this Agreement, Licensee will pay Licensor a license fee of $5200 per year (the “License Fee”). The License Fee shall be paid by Licensee within ten (10) days after the Effective Date of this License and within ten (10) days of the commencement of any Renewal Period (as defined below).

              3.2.      Taxes. In addition to other amounts payable under this Agreement, Licensee will pay any and all federal, state, municipal, or other taxes, sales taxes, duties, fees, or withholding currently or subsequently imposed on Licensee’s use of the Services or the payment of the License Fee to Licensor, other than taxes assessed against Licensor’s net income. Such taxes, duties, fees, withholding, or other charges will be paid by Licensee or Licensee will provide the appropriate authority with evidence of exemption from such tax, duty, fee, withholding, or charge. If Licensor is required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to Licensor from Licensee pursuant to this Agreement, Licensee will promptly reimburse Licensor any such amounts upon demand.

            4.1.      Deliverables. On execution of this Agreement, Licensor will deliver information to Licensee in a format appropriate for the authorized use of the platform to access the Services, together with access to the Documentation.

            4.2.      Support and Maintenance. Licensor will provide Licensee with basic technical support in connection with Licensee’s use of the platform providing the Services appropriate, in Lessor’s discretion, to instruct Licensee to utilize the Services.  For premium levels of support or maintenance, Licensor may charge fees in accordance with its standard support service offerings from time to time. 

            5.1.      Agreement and License Term. This Agreement and the License granted under this Agreement becomes effective on the Effective Date and continues for a period of one (1) year, unless renewed in Sections 5.2 or terminated at an earlier date as set forth in Sections 5.3 and 5.4.

            5.2       Automatic Renewal. This Agreement shall renew automatically, on the same terms identified herein, for a period of one (1) year from each anniversary date of the Effective Date of this Agreement, unless Licensor or Licensee gives written notice to the other Party thirty (30) days prior to such anniversary of said Party’s intention not to renew this Agreement. In the event that written notice of either Party’s intention not to renew this Agreement is not provided thirty (30) days prior to such anniversary, Licensor shall charge or invoice Licensee the License Fee for the renewal of this Agreement and the License.

            5.3.      Termination for Convenience. Either party may terminate the Agreement at any time and from time-to-time on thirty (30) days’ prior written notice to the other Party.

            5.4.      Termination for Cause. Either Party, as applicable, will have the right, in addition, and without prejudice to any other rights or remedies, to terminate this Agreement as follows:

  1. By Licensor, on fifteen (15) days’ written notice, if Licensee fails to pay the amounts due to Licensor pursuant to this Agreement for the License Fee or any renewal thereof;
  2. By Licensor, on fifteen (15) days’ written notice, if there is a Change of Control of Licensee;
  3. By either Party for any material breach of this Agreement, other than failure to make payments under Section 3, that is not cured within ten (10) days of receipt by the Party in default of a notice specifying the breach and requiring its cure; or
  4. By either Party, immediately on fifteen (15) days’ written notice, if: (i) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver, or to a trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days; or (iii) the other Party is adjudged bankrupt.

 

            5.5.      Rights on Termination. Licensor has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of the Licensor IP, the Services, and/or the Documentation regardless of the reason or cause of the termination of this Agreement. On termination, (a) all rights granted to Licensee under this Agreement cease and Licensee will promptly cease all use of the Services, Documentation, and/or the Licensor IP and (b) Licensee will promptly return all copies of any Licensor IP, if Licensee is in possession of copies, to Licensor or destroy all of Licensee’s copies and so certify to Licensor in writing within fourteen (14) days of termination. Sections 2.2, 2.4, 6, 7, 8, and 9 will survive termination or expiration of this Agreement for any reason as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.

            6.1.      Disclaimer. LICENSOR EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE SERVICES, DOCUMENTATION, OR LICENSOR IP IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. THE SERVICES, DOCUMENTATION, AND ALL OTHER LICENSOR IP IS PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”

            Licensor and Licensee agree that Licensor has undertaken efforts designed to ensure that Licensor holds all required licenses and interests in the intellectual property rights required to comply with and perform under this Agreement. Nevertheless, Licensor is not in a position to and does not provide any representation or warranty of any kind to Licensee regarding the Services, Documentation, or otherwise. 

            6.2       Limitation of Liability. LICENSOR IS NOT LIABLE FOR ANY INDIRECT, incidental, special, exemplary or consequential damages, including but not limited to damages resulting from lost profits, interruption of business, LOSS REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, however arising. In no event shall LICENSOR’S total liability for all damages, including attorney’s fees and costs, to THE LICENSEE, exceed, for any individual claim or in the aggreaTe, the Amount of the license fee paid to Licensor during the preceding Twelve months pursuant to this agreement. THE LIMITATIONS IN THIS PARAGRAPH SHALL APPLY EVEN IN THE EVENT OF LICENSOR’S NEGLIGENCE.

            6.3       INDEMNIFICATION. Licensee shall, at its own expense, defend, indemnify and hold Licensor and its respective affiliates, directors, officers, employees, representatives and agents, harmless from and against any and all damages, costs, liabilities, expenses and settlement amounts (collectively, “Damages”) to the extent arising out of or resulting from any third-party suit, claim, or action which arises out of (i) the negligent or unlawful acts or omissions of Licensee, its employees, agents and/or contractors; or (ii) breach of any of the provisions of this Agreement by the Licensee, its employees, agents and/or contractors (In either case, Even in the event of Licensor’s own negligence).

            7.1.      Confidentiality. Licensee acknowledges that the Licensor IP, and information relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreement, are the valuable, confidential, and proprietary information of the Licensor (collectively, the “Confidential Information”). During the period this Agreement is in effect, and at all times afterwards, Licensee, and its employees, contractors, consultants, and agents, will (a) safeguard the Confidential Information with the same degree of care that it uses to protect its own confidential information, but not less than a reasonable degree; (b) maintain the confidentiality of the Confidential Information; (c) not use the Confidential Information except as permitted under this Agreement; (d) not reverse engineer or duplicate in any way the Licensor IP or other Confidential Information; and (e) not disseminate, disclose, sell, publish, or otherwise make available the information to any third party without the prior written consent of Licensor.

          7.2.      Limitations on restrictions on Confidential Information. Section 7.1 does not apply to any information that is (a) already lawfully in the Licensee’s possession (unless received pursuant to a nondisclosure agreement); (b) generally available to the public through no fault of the Licensee; (c) disclosed to the Licensee by a third party who may transfer or disclose such information without restriction; (d) required to be disclosed by the Licensee as a matter of law (provided that the receiving party will use all reasonable efforts to provide the Licensor with prior notice of such disclosure and to obtain a protective order therefore); (e) disclosed by the Licensee with the Licensor’s approval; or (f) independently developed by the Licensor without any use of Confidential Information. In all cases, Licensee will use all reasonable efforts to give the disclosing party ten (10) days’ prior written notice of any disclosure of information under this agreement.

            7.3.      Injunctive Relief for Breach. Licensee acknowledges that any breach of Section 7.1 by a receiving party will irreparably harm the Licensor. Accordingly, in the event of a breach, Licensor is entitled to promptly seek injunctive relief in addition to any other remedies that the Licensor may have at law or in equity.

            8.1.      Export Controls. The Services, the Documentation, and all underlying software, information or technology may not be exported or reexported into any country to which the U.S. has embargoed goods, or 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. Licensee will not export the platform providing the Services or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and warrants that it is not a national or resident of, or located in or under the control of, any country subject to such export controls.

            9.1.      Assignment. Licensee may not assign, sublicense, or transfer Licensee’s rights or delegate its obligations under this Agreement without Licensor’s prior written consent. This Agreement will be binding on the successors and assigns of the Parties to this Agreement.

            9.2.      Entire Agreement. This Agreement constitutes the final and complete understanding between the Parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the Parties with respect to the subject matter contained in this Agreement.

            9.3.      Waiver. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each Party. The failure of either Party to enforce any provision of this Agreement will not be deemed a waiver of the provisions or of the right of such Party thereafter to enforce that or any other provision.

            9.4.      Notices. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement will be effective when received, and will be sufficient if given in writing, hand-delivered, sent by facsimile with confirmation of receipt, sent by first class mail, return receipt requested (for all types of correspondence), postage prepaid, or sent by overnight courier service and addressed as follows:

To Licensor:              Ticketnology  

                                    PO BOX 670888

                                    Dallas, TX 75080

Attn:                           Morgan Katz

            9.5.      Publicity. Without the prior written consent of the other Party, neither Party will disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing Party’s financial consultants, attorneys, or accountants, or except as may be required by law.

            9.6.      Independent Contractor. Licensor is, and at all times will be, an independent contractor. Nothing in this Agreement will be deemed to create an employer/employee, principal/agent, joint venture, or other similar relationship. Neither Party will have the authority to enter into any contracts on behalf of the other Party.

            9.7.      Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with Texas law, without regard to the principles of conflict of laws.  Exclusive jurisdiction and venue for any dispute arising under this Agreement or in connection herewith shall be in the state and federal courts located in Dallas County, Texas.

            9.8.      Severability. In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.

            9.9.      Attorney’s Fees. In the event of any dispute between the Parties arising out of this Agreement, the prevailing Party will be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney’s fees and costs.

           9.10     Force Majeure. The failure of either party hereto to comply with the terms and conditions hereof because of an act of God, natural disasters, strike, labor troubles, war, fire, earthquake, act of terror or public enemies, action of federal, state or local governmental authorities, or for any reason beyond the reasonable control of such party, will not be deemed a breach of this Agreement (provided, however, that obligations for the payment of funds shall not be deemed executed by this Section 9.10). 

Term & Conditions - Ticket Fund "Credit" Account

Agreement and Terms.

This agreement is entered into between (“Customer”) and Ticketnology (“Ticketnology”) whereby Customer agrees to made an advance payment to Ticketnology which will be carried as a non-refundable “Credit” on “Account” which Customer may use to purchase “eligible” tickets which includes any concert, sporting event, comedy show, Broadway show, or other entertainment event in the United States which Ticketnology sells through its business. Events outside the United States are “eligible” tickets but may include additional fees within the country ticketing policies. Tickets will be delivered based on the venue ticketing policy. Ticketnology will provide a statement of account showing tickets purchased and available “Credit” remaining upon request.

There is no verbal agreement or other understanding between the parties, and Ticketnology makes no warranties or representations, regarding the quality of the event, performance, or venue, or the number of events to be held during this Term.

In the event that an individual event is canceled and not rescheduled, the purchaser may select new tickets, and full credit will be returned to the ticket fund. For those postponed events, Purchaser will have the option to exchange tickets, but additional ticket fees might apply.

The failure of either party hereto to comply with the terms and conditions here of because of an act of God, strike, labor troubles, war, fire, earthquake, act of terror or public enemies, action of federal, state or local governmental authorities, or for any reason beyond the reasonable control of such party, will not be deemed a breach of this Agreement.

This Agreement will be governed by and construed according to the laws of the State of Texas and venue for any dispute regarding this Agreement shall be in Texas State District Court in Dallas County, Texas.

If either party fails to enforce any of the provisions of this Agreement or any rights or fails to exercise any election provided in this Agreement, it will not be considered to be a waiver of those provisions, rights or elections or in any way affect the validity of this Agreement. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.

Neither party will, under any circumstances, be liable to the other for any incidental, punitive, exemplary, speculative or any consequential damages arising out of the services provided under this Agreement.