EVENTCUBE TERMS & CONDITIONS

THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERNS THE USE OF AND ACCESS TO THE SYSTEM AND SERVICES BY YOU AND YOUR AGENTS AND CUSTOMERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SYSTEM .

By accepting The Agreement, you agree to be bound by this Agreement as of the date of such access or use of the System (the “Effective Date”).

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Background

Eventcube Solutions Limited ( Eventcube, we or us) has developed a proprietary online event management system and ticketing software solution which provides an integrated online ticketing mechanic which can be white-labelled for event organisers, ticket agencies and other rights holders with a highly customisable mobile-responsive platform to manage the communication of event information, marketing and ticket sales (the System).

The System enables Store Owners ( Store Owner, you) to create a Store to promote and sell tickets to Events featured on our Website or any Partner websites and facilitates secure ticketing transactions by managing and processing the ticket sales and providing tailored support relevant to a Plan selected by you.

Each Plan provides a different level of support in respect of end-user customer service, Event information, ticket payment collection and the fees and managed service obligations are set out in the Contract relating to each Plan.

The Store Owner’s use of the System and subscription to the Plan shall be in accordance with these Terms and we will provide access to the System and the Services set out in the applicable Plan.

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Agreed Terms

1. Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement.

2. Access to the System and Services

1. We will make the System available to you pursuant to this Agreement and the applicable Contract in accordance with your Plan. We will use commercially reasonable efforts to make the System available 24 hours a day, 7 days a week however we make no representation or warranty that the System and Services will be uninterrupted or error-free or that the Site or the Partner Site will always be accessible.
2. We will, at no additional charge, provide applicable standard Store Owner support for the System to you as detailed on the applicable Contract.
3. We will provide training on the System to users designated by you on a case by case basis.
4. You acknowledge that we may modify the features and functionality of the System during the Term. We will provide you with commercially reasonable advance notice of any deprecation of any material feature or functionality.
5. A high-speed Internet connection is required for proper transmission of the System. You are responsible for procuring and maintaining the network connections that connect your network to the System.

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3. Use of the System and Services

1. Access to and use of the System is restricted to the specified number of individual users permitted under your subscription to the applicable Plan. You may be required to designate representatives to manage ticket inventory using the administrative systems, and each user for the Store Owner may be required to agree to a separate set of terms and conditions governing access to such systems before access can be granted.
2. The Will Call List for each Event will contain the following details describing each Customer:

• Customer name;
• number of Tickets purchased;
• Event purchased;
• Store Owner reference (source of the booking);
• unique Ticket code; and
• unique barcode, should the Store Owner choose to include this information on the Tickets.

1. You are responsible for compliance with the provisions of this Agreement by any of your agents and Customers and for any and all activities that occur under your Account, which we may verify from time to time. Without limiting the foregoing, you are solely responsible for ensuring that your use of the System is compliant with all Applicable Law and regulations as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with your agents or Customers.
2. In addition to complying with the other terms, conditions and restrictions set forth in this Agreement, you agree to our Privacy Policy (available on the Website), which is hereby incorporated into this Agreement. Further, in your use of the System and Services, you agree not to (a) modify, adapt, or hack the System or otherwise attempt to gain unauthorized access to the System or related systems or networks; (b) use the System or Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (c) use the System in any manner that interferes with or disrupts the integrity, security or performance of the System; (d) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software; (e) use or launch any automated system that accesses the System (i.e., bot) in a manner that sends more request messages to a server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (f) engage in any other conduct that materially and adversely impacts the security, availability, or stability of the Services.

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4. Your Obligations

1. You are solely responsible for providing all necessary information concerning ticketing arrangements for any Event required for inclusion on the Site or the Partner Site. You are responsible for the accuracy of this information, and for any amendments to it. We will not be liable for fees, Charge Backs or the provision of refunds incurred as a result of inaccurate information supplied by you.
2. You will use best endeavours to inform us of the cancellation or postponement of an Event immediately.
3. You are responsible for verifying the identity of all Customers by checking and validating information provided by us in the Will Call List (as set out in Section 3.2) against the Customer identification required in accordance with the terms of the Tickets. In relation to (i) a Printed Ticket, you are responsible for ensuring that the Customer adheres to the necessary entrance procedures; and (ii) an E-Ticket, you are responsible for ensuring that the Customer adheres to the necessary log-in procedure.
4. You agree to indemnify us and keep us indemnified against any costs or legal action incurred through your failure to comply with Section 4.3 above.
5. You will deal with any Customer complaints in a professional manner, without causing us reputational damage. We reserve the right to settle Customer complaints or disputes which involve Eventcube, and such settlement may include offering compensation.
6. You are solely responsible for all Ticket fulfilment. We reserve the right to refund any Tickets that have not been fulfilled when the Customer Service is managed by us.
7. You are responsible for keeping us informed of change in the price of Tickets, however, in the event that Ticket prices are reduced, you will be bound by the original price of the Ticket.
8. UNLESS OTHERWISE AGREED, ALL EVENTCUBE FEES ARE NON-REFUNDABLE.

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5. Billing and Fees

1. Subscription Fees for the System: The fees payable for use of the System and Services will be set out in your Plan, and will depend on the subscription plan that you choose ( Subscription Fees). The Subscription Fees are payable monthly in advance, and are non-refundable. We may change our Subscription Fees and payment intervals from time to time; any changes will apply to subsequent billing cycles following notice of the change(s) to you.
2. Eventcube Fee for Tickets: Customers will pay for Tickets using the Third Party Payment Provider. You agree to be bound by the terms of the Third Party Payment Provider, as such terms may be amended from time to time.
3. In the event of any Ticket refunds to Customers as a result of the cancellation, postponement, non-completion of an Event for any reason, or when any postponement makes it necessary to cancel Tickets due to Customer inability to attend the Event on the rescheduled date we are entitled to retain any Eventcube Fees.
4. We are entitled to refund a Ticket directly to a Customer in the event that (i) the Ticket refund is validly due; (ii) the Customer has been in contact with you regarding the Ticket refund; and (iii) you have not issued the Ticket refund within fourteen (14) days from the date that the Customer contacted you regarding the valid Ticket refund.
5. We are entitled to retain any Eventcube Fees in connection with Tickets sold via the Site and the Partner Site, regardless of whether the Tickets or Event are subsequently cancelled, postponed or otherwise rendered invalid, and regardless of whether you are required to refund the Customer.
6. YOU WILL INDEMNIFY US AGAINST ANY LOSSES WHICH WE MAY SUFFER DUE TO THE CANCELLATION OF EVENTS OR CUSTOMER REFUNDS
7. The Eventcube Fees and Subscription Fees do not include Taxes. You will specify the relevant Taxes when supplying price information to us. You are responsible for the payment and remittance of any Taxes payable on Transactions, and shall indemnify and keep us indemnified against all claims, damages, losses, costs (including costs of professional advice in connection therewith) expenses, demands or liabilities arising in connection with the payment of such Taxes.
8. If applicable we will take payment automatically or invoice you for the Eventcube Fees, the Subscription Fees and any administration fees at the intervals set out in the Plan. If payment is via invoice, each invoice is payable within fourteen (14) days of the date of the invoice. If you fail to make a payment by the due date, then, without limiting our remedies under Section 7 (Termination), you will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Section will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

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6. Intellectual Property

1. No Transfer of Intellectual Property Rights in the System: Each party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to you under this Agreement do not convey any additional rights in the System, Software or Service(s) or in any Eventcube Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the System and Services as expressly stated herein, all rights, title and interest in and to the System, Services and all hardware, Software and other components of or used to provide the System and Services, including all related Intellectual Property Rights, will remain with Eventcube and belong exclusively to Eventcube
2. Design Rights; Graphic Images: During the Term, each party grants to the other a worldwide, non-exclusive, non-transferable, royalty-free licence to use the other’s design rights and graphic images (including any copyright and goodwill thereon) in connection with any web site the other might own or use for the promotion of Tickets.
3. We shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the System or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you, or other third parties acting on your behalf. We also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback we receive from you or other third parties acting on your behalf.

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7. Term and Termination

1. The Agreement will commence when you access the System and continue in effect until they are terminated (the Term). The Term of your Subscription and information on how to cease using the System will be set out in your Plan.
2. You may terminate your use of the System and Services by submitting a request for us to delete your account (as set out in your Plan). If you continue to access the System and use the Services after sending a cancellation request, the terms of the Agreement remain in effect.
3. Without affecting any other right or remedy available to us, we may terminate the Agreement and immediately suspend your access to the System upon written notice if we believe (acting reasonably) that you:

• are acting negligently, fraudulently or in any way that could be deemed to be detrimental to our interests or reputation; or
• are using the System and Services in breach of Applicable Law; or
• are in breach of your payment obligations pursuant to Section 5.7.

• Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

• the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

• You agree to honour all Transactions which have commenced prior to termination in accordance with this Section 7, and we reserve the right to invoice you for any amounts payable pursuant to these Transactions.
• We may stop offering the whole or part of the Services, or modify the System at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the System and Services. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY AS A RESULT OF ITS TERMINATION OF YOUR RIGHT TO USE OR OTHERWISE ACCESS THE SYSTEM OR SERVICES.
• Each of the following provisions of this Agreement shall remain in full force and effect after termination: Section 5.7 (Taxes), Section 6 (intellectual Property), this Section 7.7, Section 8(Confidentiality), Section 9 (Representation, Warranties and Disclaimer), Section 10, (Indemnification), Section 11 (Limitation of Liability), Section 12 (Data Protection), Section 20 (No Partnership or Agency), Section 22 (Notices), Section 23 (Governing Law) and Section 24 (Jurisdiction).

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8. Confidentiality

1. Each party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any Applicable Law or regulation.
2. Notwithstanding the confidentiality obligations in Section 8.1, both parties have the right to publicise their relationship pursuant to this Agreement.

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9. Representations, Warranties and Disclaimers

1. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound; and (d) it will comply with Applicable Law during the Term.
2. We warrant that we have and will continue to have throughout the Term all rights, consents and licences necessary for the performance of our obligations under this Agreement, including, without limitation the right to grant you a licence to use the System and Software.
3. THE SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

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10. Indemnification

1. You will indemnify, defend and hold us harmless against any claim brought by a third party against us (a) arising from or related to use of the System or Services by you or your agent in breach of this Agreement; provided that (i) we promptly notify you of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to defend and/or settle any such claim (however, you shall not settle or compromise any claim that results in liability or admission of any liability by us without our prior written consent); and (iii) we fully cooperate with you in connection therewith.

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11. Limitation of Liability

1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF EVENTCUBE), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EVENTCUBE’S AGGREGATE LIABILITY TO YOU, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR THE SERVICES SHALL IN NO EVENT EXCEED THE EVENTCUBE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
3. THE LIMITATIONS SET FORTH IN SECTION 11.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM YOUR INDEMNITY OBLIGATIONS IN THIS AGREEMENT.
4. Notwithstanding Section 11.2, nothing in this Agreement excludes the liability of either party for:

• death or personal injury caused by the other party’s negligence; or
• fraud or fraudulent misrepresentation.

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12. Data Protection

1. We are the controller and you are the processor of the Customer personal data obtained through Transactions.
2. Customer personal data is stored on the System, and is accessible to you via a secure log-in. It is your responsibility to keep your log-in and your password secure and confidential. You are responsible for any unauthorised access to Customer personal data which occurs as a result of your breach of this Section.
3. You will process Customer personal data only in accordance with our written instructions, and you shall not use the Customer personal data for any purposes other than the following: contacting the Customer as is necessary for the purposes of holding the Event, (ii) informing Customers of cancellations, postponements and/or alterations to the Event and/or (iii) fulfilling your obligations hereunder. You shall not, use such Customer personal data to promote its goods and/or services or those of any third party, nor shall it disclose such Customer personal to any third party for any purpose.
4. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing of the Customer personal data, you shall implement appropriate technical and organizational measures to ensure a level of security for the personal data in accordance with the Data Protection Legislation.
5. You shall cooperate with us as reasonably required to assist us with its compliance with our legal obligations under the Data Protection Legislation and to the extent required by the Data Protection Legislation, you shall give us notice of any Personal Data breach relating to the Personal Data of any Customer.
6. You are responsible for your sub-processors, and will impose terms which are no less stringent than the terms in this Agreement on such sub-processors
7. You will indemnify and keep us indemnified against all claims, damages, losses, costs (including costs of professional advice in connection therewith) expenses, demands or liabilities arising in connection with any data protection losses arising out of your breach of this Section 12, or of the Data Protection Legislation.

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13. Force Majeure

1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

• acts of God, flood, drought, earthquake or other natural disaster;
• epidemic or pandemic;
• terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relation;
• nuclear, chemical or biological contamination or sonic boom;
• any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
• collapse of buildings, fire, explosion or accident; and
• interruption or failure of utility service.

1. Provided it has complied with Section 13.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event ( Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
2. The Affected Party shall:

• as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than two (2) weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving five (5) days’ written notice to the Affected Party.

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14. Assignment and other dealings

You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

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15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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16. Waiver

1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

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17. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

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18. Severance

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
2. If any provision or part-provision of this agreement is deemed deleted under Section 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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19. Entire agreement

1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

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20. No partnership or agency

1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

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21. Third party rights

1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

22. Notices

1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

• delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• if sent by email to the address specified in the Contract.

1. Any notice shall be deemed to have been received:

• if delivered by hand, at the time the notice is left at the proper address;

• if sent by pre-paid first-class post next working day delivery service, at 9.00 am on the second Business Day after posting; or

• if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

• This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

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