MERCHANT SERVICE AGREEMENT

THIS AGREEMENT is between DIGITAL TICKETS LLC a company having its registered office situated at 208 Jefferson Ave, Miami Beach, Florida 33139 trading and conducting its online ticketing business as Island eTickets of the One Part and the Merchant of the Other Part.

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

TERMS OF AGREEMENT

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

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

  1. GENERAL TERMS

    1. General Policy. The terms and conditions hereunder determine the manner in which Merchants can use the Online Ticketing Platform to create, promote and/or sell tickets and/or register patrons and/or collect event proceeds for an event. The Merchant agrees to each and every term of this Agreement without modification and enters into a binding contract with Island eTickets, which will be applicable when and if the Merchant uses the Online Ticketing Platform to create, promote and/or sell tickets and/or register patrons and/or collect event proceeds for an event.
    2. Authority to Execute. The Merchant warrants that it is under no disability, restriction, or prohibition with respect to its right or authority to execute this Agreement and to bind the Merchant hereunder and perform its terms and conditions. The Merchant further warrants and represents that no act or omission by it hereunder will violate any right or liability to any person and/or third party
  2. SERVICES

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

    1. Additional Information. As part of the creation of a paid event or at any time following such creation, the Merchant may be required by Island eTickets to provide additional information (beyond the information required to register for the Online Ticketing Platform) about the entity (if any) and/or the individual persons (if any) and/or the principals/beneficial owners of the entity (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or driver’s license number and/or any other form of government issued identification, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the service for paid events. The Merchant agrees to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.
    2. Disclosure Authorization. The Merchant agrees that Island eTickets is permitted to share Registration Data, Additional Registration Data and information relating to the Merchants events and transactions on the service with Credit Card Companies, Financial Institutions representing any customer and/or interested third parties, as required by any valid law or Court order in any jurisdiction and with the Merchant’s bank or other financial institution, in each case to the extent your transactions or events involve such third parties. In addition, the Merchant authorize Island eTickets to verify its Registration Data and Additional Registration Data and conduct due diligence on the Merchant through third parties, including third party credit reporting agencies.
    3. Failure to Provide. Island eTickets reserves the right to suspend any Merchant’s account or to withhold any amounts due under clause 4 below to any Merchant in the event that it reasonably believes that the Merchant’s Registration Data or Additional Registration Data is inaccurate or if the Merchant fails to provide all Registration Data or Additional Registration Data within the timeframes requested.
  4. PAYMENT METHOD/PAYMENT PROCESS

    1. Order Confirmations. Upon an order being placed by a Customer/Consumer/Patron and confirmed through Island eTickets, Island eTickets generates a confirmation message and issues a unique confirmation number for such Consumer's order. The Merchant agrees to unconditionally accept, honor and fulfill all ticketing, registration, and payments that have been confirmed by Island eTickets through the services. The Merchant agrees it is the Merchant's responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.
    2. Payment for Services. The Online Ticketing Platform will be paid a fee of 7% % of every ticket it sells subject to the processing fees described in clause 6 below for the Events.
    3. The Merchant hereby agrees that the Online Ticketing Platform will take the percentage described in clause 4.2 above upfront and remit the balance of monies to the Merchant in the manner described in clause 4.4 below.
    4. Payment Process. The Merchant hereby agrees and understands that payment remittance will occur five (5) business days after the successful completion of an event. Island eTickets will remit to the Merchant all event proceeds subject to: (i) the deduction of all applicable service fees then due; (ii) any right of setoff against any debts or other amounts owed to Island eTickets by the Merchant under this Agreement; (iii) any other deductions authorized pursuant to this Agreement; and (iv) any reserves established pursuant to clause 5.1 below. Such pay-outs will be made only to the pay-out information designated by the Merchant or given to Island eTickets pursuant to clause 3.1 above. Pay-outs will be made by Electronic Bank Transfers for Merchants within Trinidad and Tobago and by Wire Transfer for Merchants outside of Trinidad and Tobago the burden of any transfer fees being borne by the Merchant.
    5. For Electronic Banking transactions, if any bank account number the Merchant provides to Island eTickets, including a bank account number provided as part of the Merchant’s Additional Registration Data, is inaccurate, the Merchant agrees that Island eTickets is still entitled to make payment to that account number, even if the Merchant does not own the bank account. The Merchant agrees that Island eTickets may rely solely on the bank account number provided as the proper identification of the Merchant’s bank account, even if the bank account number identifies a different account from your account. The Merchant also agrees to reimburse Island eTickets for any losses or expenses incurred as a result of the reliance on any bank account number provided by the Merchant.
    6. The Merchant agrees that Island eTickets may, from time to time, in their sole discretion, without notice to the Merchant setoff against the Merchant’s reserve as defined under clause 5.1 below or setoff against any event proceeds received on behalf of the Merchant (including for any Island eTickets service fees or any other amounts the Merchant owes to Island eTickets under this Agreement, or any other agreement between the Merchant and Island eTickets), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in the Merchant’s credit profile or the underlying event(s)' risk profile, fraudulent conduct by the Merchant or anyone acting on the Merchant’s behalf, or breaches of the Terms of Service or any other agreement between the Merchant and Island eTickets, including this Agreement. Island eTickets may exercise such setoff rights before making any pay-out to the Merchant and is not liable to the Merchant for any claims resulting from its decision to exercise its setoff rights. Island eTickets may also exercise any of its rights and remedies under clause 10.2 of this Agreement regarding recovery of such amounts due and owing to it from the Merchant.
    7. Advances. The Merchant agrees that they are only entitled to receive event proceeds for any given event following the conclusion of the applicable event. Island eTickets, at its sole discretion, may determine to advance a portion of the event proceeds to the Merchant prior to the successful completion of an event. The Merchant agrees that any payments made by Island eTickets of event proceeds prior to the successful completion of the applicable event are merely advances of amounts that may/might become payable or due to the Merchant under sub-clause 4.4 above. If Island eTickets advances any portion of event proceeds to the Merchant, the Merchant acknowledges, warrants and agrees that Island eTickets may at any time terminate or suspend the Merchant’s right to receive such advance payments; and/or alter the terms (i.e., frequency, reserve rate and maximum aggregate cap) of such advance payments made to the Merchant. In addition, the Merchant agrees that Island eTickets may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in the Merchant's credit profile or the underlying event(s)' risk profile, or breaches of the Terms of Service, including this Agreement. Upon receipt of notice of any such demand, the Merchant will thereupon promptly pay back to Island eTickets the portion of any such advance demanded. The Merchant acknowledges and agrees that Island eTickets has the right to withhold funds as set forth in clauses 4.4 above and clause 5.1 below and further acknowledges and accepts its obligations under clause 7 and 9.9 of this Agreement, including its obligations to reimburse Island eTickets for refunds and credit card chargebacks.
    8. Cancellations/Non-performance. No payments will be made to the Merchant with respect to any event that is cancelled or with respect to which Island eTickets believes there is a risk of cancellation or non-performance, unless Island eTickets receives adequate security (as determined by Island eTickets in its discretion) for the Merchant's obligations under this Agreement. Island eTickets may elect, but is not obligated, to issue full or partial payment to the Merchant for a cancelled event after a stated period for refund requests has concluded, and for clarity, the Merchant will remain fully responsible for Chargeback Costs (as defined below). In addition, no Event Proceeds for a given event will be settled to the Merchant until that event is successfully completed. If payments have already been settled or advance payments made to a Merchant for a cancelled event, the Merchant will immediately refund Island eTickets all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under clause 9. The Merchant is responsible for complying with the requirements of clause 9 and the requirements of the General Refund Policy which are in addition to and are incorporated into the Terms of Service by reference. If the Merchant does not remit the funds due to Island eTickets that are sufficient to cover refunds due to Consumers for an event cancellation or non-performance, including, but not limited to, any mandatory refunds under clause 9.9 below, then the Merchant acknowledges and agrees that the amount of such shortfall will become due and owing from the Merchant to Island eTickets until satisfied in full subject to the provisions of clause 9 and 10.2. The Merchant agrees to indemnify the Online Ticketing Platform and hold it harmless against any damages, costs, expenses, fees (including attorney’s fees) incurred by it in any claim, suit, litigation, or proceeding instituted against it and/or any of its directors and/or officers and arising out of any breach or claimed breach by the Merchant and/or any of its directors and/or officers of any warranty, representation, or covenant of the Merchant to repay and/or refund customers/patrons of any of its events in the event of cancellation for any reason whatsoever. The Merchant shall be responsible for any legal proceedings initiated against it and/or the Online Ticketing Platform and for the hiring of attorneys (after consultation with the Online Ticketing Platform) at its sole costs for defending any such action instead or in place of the Online Ticketing Platform.
    9. Report. The Online Ticketing Platform shall give the Merchant a Report to accounting for the ticket purchase sales received, all processing fees deducted including service fees and the payment percentage the Online Ticketing Agent received within ten (10) days of the Event. Any queries the Merchant has are to be sent in writing to the Online Ticketing Platform within seven (7) days of the date of receiving it otherwise it shall be deemed to be accepted by the Promoter.
  5. RESERVES AND RIGHT OF SET OFF

    1. Island eTickets reserves the right to retain a certain percentage of event proceeds and any other fees for Services provided to the Merchant by Island eTickets (with such percentage being determined by Island eTickets at its sole discretion) to fund a reserve at any time as Island eTickets determines in its discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in the Merchant's credit profile or the underlying event(s)' risk profile and as otherwise necessary to secure the performance of the Merchant’s obligations under this Agreement, and/or to protect Island eTickets against fraudulent or erroneous activity.
    2. Island eTickets' right to hold a reserve will continue following the applicable event(s) and until either the Merchant have discharged all its obligations hereunder and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or The Merchant has provided Island eTickets with adequate security (as determined by Island eTickets in their discretion) for its obligations under this Agreement, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in clause 4.4 above. In the event that the exercise of Island eTickets' setoff rights does not fully cover the amount of funds due and owing from the Merchant under this Agreement then such amount of funds will be deemed due and owing to Island eTickets until the Merchant has satisfied the amount in full.
  6. PROCESSING FEES

    1. All processing fees will be added to the purchase price at checkout and remitted by the Online Ticketing Platform when they become due.
    2. The percentage due to the Online Ticketing Platform under clause 4.2 above will be calculated on the purchase price after all processing fees have been deducted pursuant to clause 4.4 above.
  7. CHARGEBACKS/REVERSALS

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

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

    1. Refund Policy and Process. The Merchant agrees to communicate a refund policy to all patrons/consumers/customers with respect to each event posted on the Online Ticketing Platform and further agrees that such refund policy shall be in conformity with and comply with Island eTickets Refund Policy. To the extent that the Refund Policy of a Merchant contradicts or fails to conform with Island eTickets Refund Policy the latter will take precedence.
    2. In the event of a full or partial event cancellation, the Merchant agrees that Island eTickets has the discretion to issue refunds to Consumers/Customer by using backup funding sources within the Island eTickets platform pursuant to clause 5. If such funds are not sufficient the Merchant must forthwith remit any advance payments or event proceeds paid out to the Merchant to Island eTickets so that refunds can be processed by it on the Merchant's behalf. In the event that Island eTickets is unable to process a refund on behalf of the Merchant for any reason (e.g., the Consumer’s payment card account cannot accept the refund), Island eTickets will not process the refund through the Island eTickets platform and the Merchant will bear sole responsibility for meeting its refund obligations under this Agreement and Island eTickets’ refund policy. In such cases the Merchant may provide a refund through cash or check. Island eTickets reserves the right to set a time period after which refund requests received for a cancelled event will not be processed through the Island eTickets platform. Island eTickets may, but is not obligated to, elect to allow the Merchant to refuse refunds for a cancelled event when the refund requests are received after that period, provided that the Merchant will remain responsible for all Chargeback Costs.
    3. If the Merchant elects to remit funds back to Island eTickets to process refunds on the Merchant’s behalf, to the extent it is able to do so, the Merchant must remit funds to Island eTickets that are sufficient to cover the refunds due to Consumers/Customers within 5 days of the cancellation of the event. If the Merchant fails to remit sufficient funds Island eTickets reserves the right in its sole discretion to refund those consumers/customers that the funds cover and/or return the entire sum to the Merchant so that it can manage the refund process.
    4. The Merchant agrees to notify Consumers/Customer of the event cancellation as soon as reasonably possible and prior to the event start time. The Merchant will be the main point of contact for Consumers with refund requests, and The Merchant will instruct the Consumers not to contact Island eTickets with refund requests. The Merchant will provide clear instructions and contact information to Consumers so that Consumers can make refund requests, or, alternatively, The Merchant will turn on the in-product refund request function within the Island eTickets platform and respond to any Consumer refund requests received. The Merchant acknowledges that Island eTickets reserves the right to charge the Merchant for the cost of any charge backs related to the cancelled event, and such amounts are also subject to the provisions of clause 5 and 10.2 of this Agreement.
    5. If the Merchant offers Consumers/Customers a credit or other accommodation through which the Merchant will “make good” on its obligations to Consumers/Customers in lieu of a ticket/purchase price refund and/or in the event of an inability to complete a ticket/purchase price refund, then (i) such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and (ii) such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law (as to which The Merchant bears sole responsibility for compliance)) must be clearly communicated to the Consumers/Customers. The issuance of any credit or other accommodation is solely the Merchant's responsibility and the Merchant is responsible for compliance with all applicable laws, rules and regulations. The Merchant agrees that it will be fully liable for the cost of chargebacks received related to purchases even if a credit, accommodation, or an "other make good" refund is given and/or even if it is provided because a purchase price refund could not be completed. Further, in the event that the Merchant fails for any reason to honour a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was used, Island eTickets shall be entitled to exercise all rights under this Agreement, including but not limited to the right (but not the obligation) to issue refunds to impacted Consumer(s) (to the extent it is able to do so) and to collect such sums directly from the Merchant.
    6. The Merchant agrees and understands that any funds associated with another “make good” issued in the form of a credit that is usable only for the Merchant’s future events will, as between Island eTickets and the Merchant, be processed by Island eTickets in the same manner as a refund from the Merchant’s account in accordance with the terms of this Agreement. Such credit, upon use, will be processed on the Merchant’s behalf by Island eTickets as part of the final settlement of the event. A credit will be deemed “used” once the Consumer either attends the concluded event to which the credit was applied or fails to attend the concluded event to which the credit was applied. However, if the Merchant has established a period in which such credit must be used and the credit is not used during the established period, such credit will be applied to the Merchant’s account and settled with the Merchant’s next scheduled pay-out, provided that the Merchant offered a substitute event that was ticketed and completed during the established period.
    7. Refund Disputes. All disputes regarding refunds are between the Merchant and its Consumers. In the event of a dispute, Island eTickets may try to mediate, but ultimately it is the Merchant's obligation to settle the dispute. Notwithstanding the foregoing, Island eTickets will have the right to make refunds on the Merchant's behalf as set forth in clause 9.9 and 9.10 below.
    8. Mandatory Refunds. Notwithstanding the foregoing, the Merchant authorizes Island eTickets to make refunds in the following situations:
      1. the Merchant specifically authorizes the refunds at the time;
      2. the event description presented to the Consumer at the time of purchase is significantly different from the actual event;
      3. Attendees are unable to attend the event due to failure of the Merchant to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns;
      4. If Island eTickets believes in its discretion that specific orders should be refunded under the Merchant's posted refund policy or Island eTickets' Refund Policy including without limitation, that it is required by applicable laws, rules or regulations;
      5. Island eTickets believes in its discretion that the refund request, if not granted, will lead to a chargeback that Island eTickets is more likely than not to lose;
      6. The Merchant failed to list a refund policy on the applicable event page and Island eTickets believes in its discretion that a refund would be reasonable under the circumstances;
      7. Island eTickets believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or
      8. Island eTickets believes in its discretion that the order is a duplicate.
    9. The Merchant also authorizes Island eTickets to make refunds of any and all orders if: (a) Island eTickets believes in its discretion that The Merchant has engaged in any fraudulent activity or made any misrepresentations; (b) Island eTickets believes in its discretion that there is substantial risk of nonperformance by The Merchant with respect to the applicable event or future events; (c) Island eTickets believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (d) Island eTickets believes in its discretion that failing to make the refunds would otherwise expose Island eTickets to legal liability.
    10. Because all sales are ultimately made by the Merchant, the Merchant hereby agrees to reimburse Island eTickets promptly and fully upon demand for any refunds that Island eTickets processes pursuant to this Agreement, save and except to the extent that the necessity for such a refund is caused by Island eTickets' negligence or wilful misconduct. The Merchant acknowledges and agrees that chargebacks will result in losses to Island eTickets in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Island eTickets is mitigating such losses and its damages with respect to the Merchant's breach of this Agreement. If the Merchant does not remit funds to Island eTickets that are sufficient to cover mandatory refunds as described by clauses 9.8-9.9 above and/or for an event cancellation or non-performance, then the Merchant acknowledges and agrees that the amount of such funds shortfall will become due and owing to Island eTickets under until satisfied in full and such amounts are also subject to the provisions of clauses 5 and 10.2.5 of this Agreement.
  10. MISCELLANEOUS

    1. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which shall remain in full force and effect as if this Agreement had been executed duly with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full force and effect in all other circumstances
    2. Non-Exclusive Remedies. If the Merchant fails to pay and/or remit and/or return Island eTickets any amount owed pursuant to this Agreement when due and following a late payment notice being delivered by Island eTickets, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of one percent (1%) per month, compounded monthly and the maximum amount permitted by law. In the event any amounts are owed by the Merchant to Island eTickets, Island eTickets may, without limiting its other rights and remedies and to the extent permitted by law withhold any amounts due to the Merchant, whether for a particular event or for any other event that Merchant lists/posts on the online ticketing platform and use the withheld amounts to set off the amount owed by the Merchant to Island eTickets and/or send an invoice to the Merchant for such amounts to the extent the Merchant’s outstanding balance is insufficient to cover these costs, in which case the Merchant will pay Island eTickets such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Island eTickets is not made by the Merchant when due and after receiving a late payment notice, Island eTickets in its discretion and without limiting its other rights and remedies under this Agreement and/or to the extent of the law, may suspend or terminate the Merchant's account. In addition, any such unpaid amounts due and owing to Island eTickets are subject to collections in accordance with clause 10.3 below.
    3. Collections/Costs of Recovery. Island eTickets reserves the right to pursue any late and unpaid amounts due and owing to it if such amounts are not paid within thirty (30) days after the date of any submitted invoice. In addition, the Merchant agrees to reimburse Island eTickets promptly and fully upon demand all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by Island eTickets in collecting past due amounts or any other amounts due and owing from the Merchant. The Merchant agrees that if Island eTickets is forced to take action to pursue and/or collect past due amounts and the Merchant does not respond or pay in full after receiving a collection notice, Island eTickets reserves the right to pursue outstanding balances through court proceedings.
    4. Modification and Waiver. Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach.
    5. Independent Contractor. The Online Ticketing Platform is an independent contractor of the Merchant.
    6. Taxes. The Merchant is solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to their use of the services under this Agreement and to any sales made using the services. The merchant warrants and agrees that it is their sole responsibility to, and that they will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). The Merchant agrees and acknowledge that Island eTickets cannot give them legal or tax advice, and understand they are advised to get independent advice from competent professionals about any applicable Taxes and/or their tax liability generated from using the services under this Agreement. In the event that a Tax Authority requires Island eTickets to pay any Taxes attributable to the Merchant’s use of the Services herein or from sales made by the Merchant using the Services herein, the Merchant agrees to reimburse Island eTickets for such Taxes promptly and fully upon demand and all costs, penalties, interest and expenses related thereto.
    7. Notices. All notices or other communications hereunder shall be in writing, sent by email and/or courier, provided that recipient receives a manually or electronically signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address or email address specified in this Agreement or such other address as may be specified in a written notice in accordance with this clause. Any party may, by notice given in accordance with this clause to the other parties, designate another address or person or entity for receipt of notices hereunder.
    8. Assignment. This Agreement is not assignable or transferable by the Merchant.
    9. Clause Headings. Title and headings of clauses of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.
    10. Residuals. Nothing in this Agreement or elsewhere will prohibit or limit the Online Ticketing Platform's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement. The Online Ticketing Platform shall have the right to use all data collected or generated under this Agreement.
    11. Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party.
    12. Entire Agreement/Survival. This Agreement states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between the Merchant and the Online Ticketing Platform respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto. Clauses 4, 5, 6, 7 and 9 survive the expiration or termination of this Agreement for any reason.
    13. Force Majeure. The Online Ticketing Agent shall not be responsible for the Promoter delaying the Events or failure of the Events to take place for causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, global or local pandemics, epidemics, riots, civil unrest, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.