TickX Terms and Conditions-v6

TickX Terms & Conditions (“T&Cs”)

1. Interpretation

‍The definitions and rules of interpretation in this clause apply in the Contract.

‍Add Ons: shall include any additional purchasesmade by the End User during a Transaction for any performance of the Shows/Venues/Attractions, such as merchandise, insurance and food and beverage.

Authorised Users: means the third parties that the Customer authorises to access the TickX Platform on their behalf, as set out inthe Order Form as well as any others notified to TickX by the Customer inwriting and approved by TickX from time to time.

‍Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

‍Commencement Date: has the meaning given to itin the Order Form.

‍Commission: the commission payable by Customer to TickX in respect of each Transaction, as set out in the Order Form.

‍Contract: the contract between the Supplier and the Customer for the delivery of the TickX Platform in accordance with these termsand conditions.

‍Customer: the party identified as the Customer on the Order Form.

Customer Admin: the individual(s) designated by the Customer in the Order Form who are responsible for managing access to and use of the TickX Platform on behalf of the Customer.

‍Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law ofthe European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

‍End User: a user who accesses the Show/Venue/Attraction Website to identify Tickets.

‍Licence Fee: the Licence fee payable by Customer to TickX in respect of the Customer’s access to the TickX Platform, as set out in the Order Form.

Materials: all documents, images, content,information, items and materials in any form, whether owned by Customer or a third party, which are provided by Customer to TickX in connection with the embedding of the TickX Platform on the Show/Venue/Attraction Website.

‍Order Form: the Customer 's order for the TickX Platform, to which these terms and conditions are attached.

Platform Specifications: means the specifications for each element of the TickX Platform, which may be amended by TickX from time to time by giving written notice to the Customer, the current version of which is set out in Schedule 1 to these T&Cs.

PostRev: TickX’s PostRev product, as set out in the Platform Specifications (or as otherwise defined in an Order Form).

Pricing Genius: TickX’s Pricing Genius product, as set out in the Platform Specifications (or as otherwise defined in an Order Form).

Shows/Venues/Attractions: the shows, attractions, venues or other experiences set out on the Order Form, which maybe added to the Contract by express mutual written agreement of both parties, including confirmation by email.

Show/Venue/Attraction Brand: the name, logos,tag lines and trade marks that are owned or licenced by Customer which relate to the Shows/Venues/Attractions, including the marks and logos set out in the Order Form.

Show/Venue/Attraction Website: the websites for the Shows/Venues/Attractions that Customer controls from time to time (the current versions of the Show/Venue/Attraction Websites being set out on the Order Form). The Show/Venue/Attraction Website includes all future versions and replacements of, and successors to the Show/Venue/Attraction Website.‍

‍Ticketing Provider: the ticketing provider appointed by Customer to sell the Tickets on Customer’s behalf.

‍Tickets: tickets for any performance of the Shows/Venues/Attractions.

‍TickX: TickX Limited, a company incorporated and registered in England and Wales with company number 09614775 whose registered office is at Blackfriars House, Parsonage, Manchester, England, M32JA.

‍TickX Brand: the name, logos, tag lines andtrade marks that are owned or licenced by TickX from time to time.

TickX Flows: TickX’s Flows product, as set out in the Platform Specifications (or as otherwise defined in an Order Form).

TickX IQ: TickX’s IQ product, as set out in thePlatform Specifications (or as otherwise defined in an Order Form).

‍TickX Platform: the products provided by TickXset out in the Order Form, which may include TickX Flows, TickX IQ, PricingGenius and/or PostRev, as defined in the Platform Specifications and updated by us from time to time.

‍TickX Platform Display Requirements: TickX’s system requirements for the display of the TickX Platform on the Show/Venue/Attraction Website, as set out in Schedule 2 or as otherwise updated by TickX from time to time.

‍Transaction: a purchase of any Tickets and / or Add Ons from the Ticketing Provider by an End User who has used the TickX Platform on the Show/Venue/Attraction Website.

‍‍Transaction Value: as defined in the Order Form.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to writing or written includes email.

1.5 References to clauses and Schedules are to the clauses and Schedules of the Contract and references to paragraphs are to paragraphs of the relevant Schedule.

1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

‍2. Basis of Contract

‍2.1 The Order Form constitutes an offer by the Customer to licence the TickX Platform in accordance with these terms andconditions. The Customer is responsible for ensuring that the terms of the Order Form are complete and accurate.

2.2 The Order Form shall only be deemed to be accepted when the Order Form is signed by all parties, at which point the Contract shall come into existence.

2.3 These T&Cs include any schedules and linked documents referenced herein, which are incorporated as part of the Contract.The detailed description of the TickX Platform, including functionality, specifications and implementation requirements, is set out in the Platform Specification, as amended from time to time.

2.4 The TickX Platform consists of multiple products. Only those products specified in the Order Form shall be provided under this Contract, and each product may be subject to additional terms set out in the applicable Schedules from time to time.

‍3. Customer’s obligations

‍3.1 Customer shall use its reasonable endeavours to ensure that the TickX Platform is displayed on the Show/Venue/Attraction Website in accordance with the TickX Platform Display Requirements throughout the term of the Contract.

3.2 Customer shall ensure that End-Users seeking to purchase Tickets are directed to do so through the TickX Platform.

3.3 Customer shall be (as between the parties) responsible for operating and maintaining the Show/Venue/Attraction Website, and will use reasonable endeavours to ensure that the Show/Venue/Attraction Website is always available and uninterrupted, but does not warrant that the Show/Venue/Attraction Website will always be available or uninterrupted.

3.4 Customer shall provide TickX with:

(a) all reasonable co-operation and assistance; and

(b) all access to such documents, information, data and materials to deliver the TickX Platform integration, as TickX reasonably requests in writing from Customer in order for TickX to embed the TickX Platform on the Show/Venue/Attraction Website.

3.5 Customer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind TickX in any way, and shall not do any act which might reasonably create the impression that Customer is so authorised.

3.6 Customer warrants that it holds all consents, licences and permissions necessary, and is legally entitled, to:

(a) enter into, and perform its obligations under, the Contract;

(b) allow the TickX Platform to be embedded on the Show/Venue/Attraction Website; and

(d) allow the TickX Platform to link in to the Ticketing Provider’s ticketing system for the purpose of facilitating the sale of Tickets by the Ticketing Provider through the TickX Platform.

3.7 Customer shall comply with all applicable laws and regulations with respect to the embedding of the TickX Platform on the Show/Venue/Attraction Website.

3.8 Customer may not, unless permitted by the Contract or required by law, copy, adapt, reverse engineer, decompile, disassemble, modify,adapt or make error corrections to the TickX Platform.

3.9 Customer shall indemnify TickX against allliabilities, costs, expenses, damages and losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by TickX arising out of or in connection with any breach by Customer of clause 3.6.

3.10 TickX may enable access to the TickX Platform for Authorised Users on the Customer’s written request, including allowing the Authorised Users to access all data and functionality that relates to the Customer. The Customer shall be solely responsible for any access granted to such Authorised Users, including their use of the TickX Platform and any data accessed through it and any losses arising as a result of such use.

3.11 The Customer acknowledges that any change to the Ticketing Provider or the Ticketing Provider’s payment gateway will incur additional costs for TickX and therefore TickX shall be entitled to charge for the work involved in any such change. The Customer shall only be entitled to make a change to the Ticketing Provider or the Ticketing Provider’s payment gateway if both the change and the fees to be charged by TickX to the Customer are agreed between the parties in writing.‍

3.12 The Customer shall be responsible for:
(a) all access to and use of the TickX Platform via its accounts;
(b) ensuring that only Authorised Users access the TickX Platform;
(c) all data inputted, uploaded, accessed, shared or made available to TickX through the TickX Platform; and
(d) ensuring that it has all necessary rights, consents and permissions in respect of such data.

3.13 TickX shall not be responsible for any unauthorised access arising from the Customer’s failure to manage its accounts appropriately.

3.14 The Customer Admin shall be responsible for granting, modifying and revoking access to the TickX Platform, and TickX shall act on and have no liability for the requests of the Customer Admin in relation to such access.

4. TickX's obligations

‍4.1 TickX shall create the TickX Platform and shall provide Customer with an embeddable code in order to allow Customer to embed the TickX Platform on the Show/Venue/Attraction Website so that End Users can use the TickX Platform on the Show/Venue/Attraction Website to identify Tickets.

4.2 In consideration for the payment of the sum of £1 by Customer to TickX, receipt of which TickX hereby acknowledges, TickX grants to Customer a non-exclusive licence to embed the TickX Platform on the Show/Venue/Attraction Website and to allow End Users to use the TickX Platform on the Show/Venue/Attraction Website to identify Tickets for the duration, and in accordance with the terms, of the Contract.

4.3 TickX shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Customer in any way, and shall not do any act which might reasonably create the impression that TickX is so authorised.

4.4 TickX shall develop, operate and maintain the TickX Platform, and will use its reasonable endeavours to ensure that access to the TickX Platform on the Show/Venue/Attraction Website is uninterrupted but does not warrant that the TickX Platform will always be available or uninterrupted.

4.5 TickX shall comply with all applicable laws and regulations with respect to its activities under the Contract.

4.6 TickX warrants that it holds all licences and permissions necessary, and is legally entitled, to:

(a) enter into, and perform its obligations under, the Contract; and

(b) licence the TickX Platform to Customer in accordance with the terms of the Contract.

4.7 TickX shall abide by all relevant requirements of PCIDSS 3.2.1 as required by the contractual obligations between The Customer and TickX.

‍5. Charges and payment‍

5.1 All Transactions shall be entered into directly between the Ticketing Provider and the End Users.

5.2 Customer will pay to TickX the fees set out in the Order Form, which may include:

(a) the Commission; and/ or

(b) the Licence Fee, both of which shall be exclusive of VAT or any other applicable sales taxes in any territory.

5.3 By the 7th of each month, TickX will provide Customer with a report setting out for the previous month:

(a) total number of Tickets sold when an End User has bought from the Ticketing Provider using the TickX Platform;

(b) total number of Add Ons sold when an End User has bought from the Ticketing Provider using the TickX Platform

(d) total Commission payable to TickX for all Transactions processed by the Ticketing Provider for all End Users who have bought from the Show/Venue/Attraction Website using the the TickX Platform.

5.4 TickX shall raise an invoice for the Commission payableas set out in the report in clause 5.3.

5.5 Customer shall within 15 days of the receipt of each invoice pay the Commission to TickX.

5.6 The Customer shall pay the Licence Fee in accordance with the Order Form.

5.7 The Commission and Licence Fee shall increase by 5% annually on each anniversary of the Commencement Date.

5.8 Without prejudice to any other right or remedy that it may have, if Customer fails to pay to TickX any sum due under the Contract on the due date Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 4% a year above the Bank ofEngland's base rate from time to time.

5.9 For the avoidance of doubt, Commission payable to TickX is only due on Tickets purchased directly from the Show/Venue/Attraction Website using the TickX Platform and not for sales made by other 3rd party ticket agents.

5.10 Where the Customer removes,disables or otherwise prevents the proper operation of the TickX Platform (in whole or in part), TickX shall be entitled to charge the fees that would have been payable had the TickX Platform remained fully operational, including any Commission and/or Licence Fee set out in the Order Form.

‍6. Intellectual Show/Venue/Attraction Rights

‍6.1 Customer warrants that:

(a) it is the owner or licensee of all intellectual Show/Venue/Attraction rights subsisting in any Materials and the Show/Venue/Attraction Brand;

(b) it has all rights, licences and permissions necessary in order for it to grant a licence to TickX to use the Materials and to use the Show/Venue/Attraction Brand;

(c) the use by TickX of the Materials or the Show/Venue/Attraction Brand on the TickX Platform will not infringe the intellectual Show/Venue/Attraction rights of any third party, provided that such use by TickX is in accordance with any reasonable instructions provided by Customer to TickX from time to time.

6.2 TickX warrants and represents that:

(a) it is the owner or licensee of any and all intellectual Show/Venue/Attraction rights subsisting in the TickX Platform and the TickX Brand;

(b) it has all rights, licences and permissions necessary in order for it to grant the licences to Customer under the Contract;

(c) the embedding of the TickX Platform on the Show/Venue/Attraction Website and the use by End-Users of the TickX Platform on the Show/Venue/Attraction Website will not infringe the intellectual Show/Venue/Attraction rights of any third party;

(d) the TickX Platform is free from viruses and any other malicious code; and

(e) any updates to the TickX Platform will not materially adversely impact the performance of the TickX Platform on the Show/Venue/Attraction Website.

6.3 Customer hereby grants TickX a non-exclusive licence to use the Materials and the Show/Venue/Attraction Brand on the TickX Platform on the Show/Venue/Attraction Website for the duration of the Contract, provided that such use is in accordance with the reasonable written guidelines and/or instructions provided by Customer to TickX and is prior approved in writing by Customer.

6.4 TickX hereby grants a non-exclusive licence to Customer to use any and all of the TickX Brand on the Show/Venue/Attraction Website for the purpose of embedding the TickX Platform on the Show/Venue/Attraction Website and directing End Users to the TickX Platform, provided that such use is in accordance with the reasonable written guidelines and/or instructions provided by TickX to Customer.

6.5 TickX shall not sub-license, transfer or otherwise deal with the rights of use of the Materials and Show/Venue/Attraction Brand granted under the Contract.

6.6 TickX acknowledges that the good will and all intellectual Show/Venue/Attraction rights in and associated with Show/Venue/Attraction Brand, Show/Venue/Attraction Website and Materials shall at all times remain the exclusive Show/Venue/Attraction of Customer. If any rights in the Show/Venue/Attraction Brand, Show/Venue/Attraction Website and Materials accrue to TickX by operation of law or otherwise, TickX shall at its own expense immediately on demand do all acts and things and execute all documents as Customer shall deem necessary to vest the rights absolutely in Customer.

6.7 Each party shall promptly give notice in writing to the other if it becomes aware of:

(a) any infringement or suspected infringement of the Show/Venue/Attraction Website, Materials or the Show/Venue/Attraction Brand; or

(b) any claim that the Show/Venue/Attraction Website, Materials or the Show/Venue/Attraction Brand infringes the rights of any third party, provided that Customer shall only be obligated to do so to the extent that in Customer’s reasonable opinion such infringement or claim may have a material impact on TickX.

6.8 Customer shall have the conduct of all proceedings including the defence to any claim relating to the Show/Venue/Attraction Website, Show/Venue/Attraction Brand or the Materials and shall in its sole discretion decide what action (including litigation, arbitration or compromise), if any, to take in respect of any infringement or alleged infringement of the Show/Venue/Attraction Website, Show/Venue/Attraction Brand or the Materials or passing off or any other claim or counterclaim brought or threatened in respect of the use of the Show/Venue/Attraction Website, Show/Venue/Attraction Brand or the Materials.

6.9 Customer shall indemnify TickX against all liabilities, costs, expenses, damages and losses and all interest, penalties and legal costs(calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by TickX arising out of orin connection with any claim or proceedings brought against TickX by a third party that TickX’s use of the Materials or the Show/Venue/Attraction Brand on the TickX Platform in accordance with terms of the Contract infringes the intellectual Show/Venue/Attraction rights of such third party, and for any use by Customer of the TickX Platform other than in accordance with the terms of the Contract.

6.10 TickX shall indemnify Customer against all liabilities, costs, expenses, damages and losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by Customer arising out of or inconnection with any claim or proceedings brought by a third party that TickX’s embedding of the TickX Platform on the Show/Venue/Attraction Website and the End-Users use of the TickX Platform infringes the intellectual Show/Venue/Attraction rights of any third party.‍

7. Confidentiality

‍7.1 Each party (“Receiving Party”) undertakes that it shall not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (“Disclosing Party”) or of any member of the group of companies to which the Disclosing Party belongs (“Confidential Information”), except as permitted by clause 7.2.

7.2 The Receiving Party may disclose the Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Receiving Party’s rights or carrying out its obligations under or in connection with the Contract. The Receiving Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Disclosing Party Confidential Information comply with this clause 7; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 Subject to clause 7.2, the Receiving Party shall not use the Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

7.4 The Receiving Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

7.5 This clause 7 shall survive termination of the Contract,however arising.

‍8. Limitation of liability‍

8.1 This clause 8 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees,agents and sub-contractors) to the other party arising under or in connectionwith the Contract.

8.2 Except as expressly and specifically provided in the Contract, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.

8.3 Nothing in the Contract excludes the liability of either party:

(a) for death or personal injury caused by its negligence; or

(b) for fraud or fraudulent misrepresentation.

‍8.4 Subject to clause 8.3:

(a) Neither party shall be liable whether in tort (including for negligence or breach of statutory duty),contract, restitution or otherwise for any loss of profits, loss of sales, loss of business, and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Contract; and

(b) TickX’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the greater of £5,000 or the amount paid to TickX by Customer during the 12 months preceding the date on which the claim arose.

8.5 TickX shall have no liability to the Customer for any acts or omissions of Authorised Users who access the TickX Platform.

8.6 Customer shall indemnify TickX against all liabilities, costs, expenses, damages and losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by TickX arising out of or in connection with any acts and/or omissions by the Authorised Users who access the TickX Platform.

‍9. Duration and termination

‍9.1 Subject to earlier termination in accordance with this clause 9, the Contract shall commence on the date of the Contract and shall continue in accordance with the Duration section of the Order Form.

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

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court,unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

9.3 Without affecting any other right or remedy available to it, TickX may terminate the Contract or suspend performance of any or all of its obligations under the Contract with immediate effect by giving written notice to Customer if:

(a) Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified to make such payment;

(b) Customer fails to comply with the TickX Platform Display Requirements;

(d) TickX is unable to integrate the TickX Platform with the Ticketing Provider, the Customer, the Shows/Venues/Attractions’ venue, or any other third party’s ticketing system for the purpose of facilitating the sale of Tickets by the Ticketing Provider through the TickX Platform.

‍10. Consequences of termination

‍10.1 On expiry or termination of the Contract for any reason:

(a) all licences and benefits granted under the Contract shall immediately terminate;

(b) each party shall return and make no further use of any equipment, Show/Venue/Attraction, materials and other items(and all copies of them) belonging to the other party (including the Confidential Information);

(c) Customer shall within 30 days of expiry or termination pay to TickX all of TickX’s outstanding unpaid and undisputed invoices that are due and payable, and all Commission which relates to Transactions completed prior to such termination;

(d) any provision of the Contract thate xpressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect;

(e) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

‍11. Data Protection

‍11.1 In this clause 11, the following terms shall have the following meaning and shall be construed accordingly:

(a) Applicable Laws means (for so long as and to the extent that they apply to the parties) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law;

(b) Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK;

(c) End-User Personal Data means any Personal Data Processed by TickX on behalf of Customer pursuant to or in connection with the Contract;

(d) Sub-Processor means any person (including any third party, but excluding an employee of TickX or any employee of its sub-contractors) appointed by or on behalf of TickX to Process End-User Personal Data.

11.2 The terms, "Data Controller", "Data Processor", "Data Protection Impact Assessments","Data Subject","Personal Data", "Processing"shall have the same meaning as in the Data Protection Legislation, and their cognate terms shall be construed accordingly.

11.3 The parties acknowledge that for the purposes of the Data Protection Legislation the Customer shall act as Data Controller and TickX as Data Processor in respect of any End-User Personal Data processed by TickX on behalf of Customer.

11.4 The parties shall each be responsible for complying with their respective obligations under Data Protection Legislation.

11.5 Without prejudice to the generality of clause 11.4, TickX shall, in relation to any End-User Personal Data Processed by TickX:

(a) process that End-User Personal Data only on the written instructions of Customer unless TickX is required by Applicable Laws to otherwise process that End-User Personal Data, in which case TickX shall, to the extent permitted by any Applicable Laws, inform Customer of that legal requirement before the relevant Processing of that End-User Personal Data;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of End-User Personal Data and against accidental loss or destruction of, or damage to, End-User Personal Data,appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) regularly assess and evaluate the effectiveness of the technical and organisational measures guaranteed above and report to Customer at least once per calendar year and at any time on Customer’s reasonable request, the results of its assessments and evaluations and any actions taken or planned to address any potential deficiencies

(d) ensure that all personnel who have access to and/or process End-User Personal Data are obliged to keep the End-User Personal Data confidential; and

(e) the Customer consents to TickX transferring End-User Personal Data outside of the United Kingdom/European Economic Area to its Sub-Processor in Brazil, provided the following conditions are fulfilled:
(i) Customer or TickX has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) TickX complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any End-User Personal Data that is transferred; and
(iv) TickX complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the End-User Personal Data;

(f) assist Customer, at Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security of Processing, breach notifications, Data Protection Impact Assessments and consultations with supervisory authorities or regulators;

(g) notify Customer without undue delay on becoming aware of a End-User Personal Data breach;

(h) upon termination or expiry of the Contract, TickX may delete End-User Personal Data at any time, unless the Customer requests in writing within 3 months of such termination or expiry that such data be returned. TickX shall have no obligation to retain any End-User Personal Data following termination or expiry of the Contract. Notwithstanding the foregoing, TickX may retain such data where required by Applicable Laws, in which case TickX shall ensure that such data is securely stored and not further processed except to the extent required by such Applicable Laws; and

(i) maintain and make available to Customer on request all information necessary to demonstrate compliance with this clause 11, and shall allow for and contribute to reasonable audits and access, including inspections, by Customer or an audit or mandated by Customer in relation to the Processing of the End-User Personal Data by TickX as required by Article 28(3) of the General Data Protection Regulation ((EU)2016/679).

11.6 Customer consents to TickX appointing Sub-Processors under the Contract for the purposes of TickX carrying out its obligations under the Contract.

11.7 With respect to each Subprocessor appointed by TickX, TickX shall:

(a) ensure that the arrangement between TickX and the Subprocessor is governed by a written contract including terms which offer at least the same level of protection for End User Personal Data as those set out in this clause and meet the requirements of Article 28(3) of the General Data Protection Regulation ((EU) 2016/679); and

(b) be fully liable to Customer for the acts and omissions of such Subprocessors in relation to any Processing of End User Personal Data Processed on behalf of TickX.

11.8 Where TickX proposes any changes concerning the addition or replacement of any Subprocessor, it shall notify Customer inwriting as soon as reasonably practicable prior to implementing such change specifying:

(a) the name of any Subprocessor which it proposes to add or replace;

(b) the Processing activity or activities affected by the proposed change;

(d) the proposed date for implementation of the change.

11.9 Where an Authorised Users accesses or processes Personal Data via the TickX Platform, it does so on behalf of and under the responsibility of the Customer, and the Customer shall ensure it has inplace:(a) all notices and consents necessary to allow the Authorised Users to access the TickX Platform and any data (including Personal Data) held on it; and(b) a written contract with the Authorised Users including terms which meet the requirements of Article 28(3) of the General Data Protection Regulation ((EU) 2016/679).

11.10 TickX shall have no liability to the Customer for any acts or omissions of Authorised Users in relation to Authorised Users’ Processing of any Personal Data.

11.11 The Customer shall indemnify TickX against all liabilities, costs, penalties, expenses, damages and losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by TickX arising out of or in connection with any acts and omissions by the Authorised Users in respect of their Processing of any Personal Data.

12. General

‍12.1 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including,in the case of Customer, that any performance or performances of the Shows/Venues/Attractions are cancelled for any reason, the Ticketing Provider’s functionality and/or the Show/Venue/Attraction Website are unavailable for a period of more than two consecutive weeks). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

12.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preventor restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.4 Entire agreement. The Contract 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. 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 the Contract.

12.5 Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the other party.

12.6 No partnership or agency. Nothing in the Contract 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, nor authorise any party to make or enter into any commitmentsfor or on behalf of any other party.

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

12.8 Third party rights. A person who isn ot a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.9 Notices.

‍(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Order Form.

(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am GMT on the second Business Day after posting or at the time recorded by the delivery service; or
(iii) if sent by email, at 9.00 am GMT on the next Business Day after transmission.

12.10 Governing law. The Contract 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.

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

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SCHEDULE 1 Platform Specifications

TickX Flows: Fully branded, flexible and optimised purchase flows embedded onto the Show/Venue/Attraction Website including:

o Fully branded end-to-end experience

o Enhanced Ecommerce tracking support across major ad and analytics platforms

o Segmented Inventory Purchase Flows

o Smart Calendar Functionality:

● Calendar & Timeslot Tags

● Flexible filtering options

● Multiple calendar display methods

● Grouped time selection by experience and time ranges

● Customizable selling fast logic and overrides

o TicketSelection Functionality:

● Highly customisable ticket content

● Dynamic ticket upgrades

● Ticket Add-ons

● Urgency messaging

● Discount support

● Audience advisory alerts

o Interactive Seat Map Functionality:

● 3D perspective, branded seating maps

● Bestseat finder

● Dynamic seat upgrade prompts

● Seatprice filtering

● Seat highlighting (featured, discounted, accessible, etc)

● Seat attributes & ticket information

● General admission areas

● View from seat functionality (additional charges & terms apply)

o Checkout Functionality:

● Add-ons:

o Multiple display methods

o Variant support

o Grouped add-ons

o Conditional display logic

● Restaurant Integrations:

o OpenTable & Sevenrooms support (subject to API access)

o Conditional display logic

o Configurable time ranges based on group size

● Fast Checkout ApplePay & GooglePay support

● Configurable Terms & Conditions

● Configurable Marketing Opt In (multiple display methods)

o Post Purchase Experience:

● Personalised, shareable videos

● Postpurchase surveys

● Postpurchase banners

● Customizable confirmation text

TickX IQ

● Sales analytics and insights

o Filter by marketing channel, flow and date range

o Breakdown order stats by country, region, city, and boroughs where applicable, and by flow, days & hours of transaction

o Ticket quantity and days until performance

o Interactive mapping of orders and AOV with street-level precision

● Real time web analytics:

o View drop-off at each stage of the purchase flow over the last 30 days

o Compare by flows,devices used, seats selected & marketing channels

o Compare funnels over different time periods to understand changes in customer behaviour

● Audiences, Advertising Integrations & CRM

o Authorised Users can create audiences based on their show data.

o Define audiences using a wide range of criteria including ticket qty, order value, location and performance dates

o Authorised Users can export and syncopted-in audiences with CRM systems so they can market to them directly

o Authorised Users can export and sync audiences with social media platforms so they can retarget customers and drive sales through lookalike audiences. Integrations include Meta, Snapchat,TikTok, Google Ads

● Annotations

o Easy record events and activity which could impact your production such as major marketing campaigns, TV appearances and cast announcements.

● Signup & Surveys

o Use our intuitive survey at various customer touch points including signup and through CRM to gather first party data about customers

o Attribute sales by asking which marketing sources customers engaged with

o Understand who your customers are better by asking who they are attending with TV appearances

● Signup / Survey Attribution Reporting:

o Easily see which sign ups go on to purchase

o Link pre on sale marketing spend to revenue

o Attribute sales directly to survey questions answered so you can better understand the value of marketing and your customers

● Performance Tracking

o Monitor the sales & availability across all your upcoming performances

o Set custom thresholds to monitor each performance capacity to ensure these stay on track

For the avoidance of doubt, TickX, do not cover any of the SMS or Email send costs. Customers will be required to set up their own accounts which will beintegrated with for the respective email and / SMS sends.

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Pricing Genius:
Pricing Genius is a tool whichenables automatic logic based pricing changes for your event, attractionor experience.

Pricechanges can be triggered on a wide range of criteria including specificperformances, performance ticket availability, specific ticketavailability and the days until the event.

Pricechanges can then update one or more tickets in a variety of ways includingsetting a new price, increasing/reducing a price by a set amount orshowing/hiding the ticket completely.

AvailableTrigger Criteria:

● Selected Performances: You can select which performances/ time slots the pricing changes should be applied to. If left blank it will apply to all upcoming performances / time slots.

● Performance Ticket Availability: This is the total number of tickets available for a performance / time slot and a triggering range can be specified.

● Specific Ticket Availability: The number of tickets available for a specific ticket type on a performance / time slot and a triggering range can be specified.

● Days Until Performance: The number of days between now and the performance / time slot time

Available Price Change Actions:
All Price Change Actions are linked to a specific ticket or tickets. These can be different to the ticket used in the criteria.

● Set Price To: Changes the tickets to a set $ amount.

● Increase Price By: Changes the ticket price by adding the specified amount to the current ticket price.

● Decrease Price By: Changes the ticket price by subtracting the specified amount to the current ticket price.

● Hide/Show Ticket: This hides or shows a ticket from appearing on TickX Flows. The ticket availability in the core ticketing system is unaffected.

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PostRev:

The post purchase revenue tool includes the following functionality:

●Customers can resend their order confirmation email

●Pay to change the date/time of their booking

●Pay to upgrade tickets

●Completion of waivers and participant surveys

For the avoidance of doubt, this does not include our new SMS / Branded MobileTicket Sharing functionality which is chargeable separately.

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SCHEDULE 2 TickX Platform Display Requirements

TickX Platform widget must:

● be placed on a dedicated page for “Tickets”;

● be able to fill the full width of the page; and

● have minimal surrounding content other than the essential website navigation & footer.

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