DICE USA Standard Ticketing Terms and Conditions

DICE USA STANDARD TICKETING TERMS AND CONDITIONS

Last Updated: 11 March 2024

These Terms and Conditions form part of the Agreement between a Vendor and DICE, entered into pursuant to a DICE USA Ticket Partnership Agreement or DICE USA Ticket Allocation Agreement Term Sheet.

1. Definitions and Defined Terms

1.1. Defined Terms. Each of the following terms has the meaning assigned to it.

“Additional Fee” means the portion of the Original Ticket Price payable by the Vendor to a third party (such as a third party ticketing agent or venue) in exchange for providing Customers access to the Venue.

“Advance” means the payment of money by DICE to Vendor before the Event in accordance with the terms stated in the Term Sheet.

“Agreement” means together these Terms and Conditions and the Term Sheet, as each may be amended from time to time.

“Announce Date” means the date on which DICE publishes information about the Event of which DICE will make Tickets available for Purchase.

“Applicable Laws” means all state, federal, foreign, local laws, legislation, statutes, rules, regulations, by-laws, or directions or guidance from government or governmental agencies including any rules, regulations, guidelines, or other requirements of relevant regulatory authorities which have the force of law together with any industry codes of practice in effect from time to time.

“Business Day” means any day which is not a Saturday, a Sunday, or a bank or federal holiday in the United States.

“Consent Notice” is defined in Section 11.4.

“Contract Year” means the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the Term.

“Customer” means a person who purchases a Ticket.

“Damages” means any direct loss, liability, claim, obligation, deficiency, cost, expense, fine, or penalty (including reasonable legal, expert or consulting fees), but excluding losses that do not flow directly and immediately from a breach

“Data” means any information, including personal details and special categories of personal information, of Customers processed in connection with this Agreement.

“DICE” means DICE FM, Inc., a Delaware Corporation.

“DICE Fees” means the Service Fees, and, if applicable, the DICE Postal Fee.

“DICE Logo” means any graphic representation of DICE provided to the Vendor from time to time.

“DICE Postal Fee” means the delivery fees charged by DICE to the Vendor to fulfill the delivery of physical Tickets by DICE to Customers on behalf of the Vendor.

“DICE Services” means the websites and mobile device ticket selling applications made available by DICE.

“Effective Date” is defined in the Term Sheet.

“Event” means each and every entertainment feature, show, or sporting event or any attraction of any kind whether held in-person or by virtual means either: (i) presented, promoted or otherwise organized by the Vendor; (ii) that takes place at a Venue which the Vendor currently or subsequently owns or hold a majority or controlling interest in, operate or manages during the Term; or (iii) that is listed on the DICE Services during the Term.

“Event Information” means any and all knowledge communicated or received relating to an Event, Ticket and/or the Vendor as provided by the Vendor to DICE, such as the Venue, the Announce Date, On-Sale Date, the names of the performers, the dates of the Event, the dates and times of the performances, the exact seat details in the case of reserved seating areas, details of any special needs access or seating arrangements for the Event, the existence of contingencies (such as weather-based contingencies), or other such Event-related information made available.

“Face Value” means the sum agreed to by the parties in writing as defined in Section 5.2(a).

“Initial Term” is defined in the Term Sheet.

“Insolvency Event” means a party’s occurrence of or reasonable likelihood of any of the following circumstances: (i) the party has stopped paying debts in the ordinary course of business; (ii) the party is unable to pay debts as they become due; or (iii) enters into bankruptcy, individual voluntary arrangement, liquidation, winding up, receivership or administrative receivership, a corporate voluntary arrangement or compromises any debts with creditors or any other analogous proceedings in another jurisdiction.

“Intellectual Property Rights” means any intangible right protecting commercially valuable products including trademark, copyright, trade-secret rights, publicity rights, moral rights, service mark, patent rights, and rights against unfair competition, whether registered or not, and including all applications or rights to apply for, or renewal or extension of such rights which exist now or which will exist in the future in any jurisdiction.

“Losses” means any disappearance or diminution of value of profit, sale, business, agreement, contract, anticipated savings, data, information, or goodwill. Losses also includes corruption of software, indirect or consequential damages, claims, demands, actions, third party claims, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

“Materials” is defined in Section 9.3

“New Customer” is defined in the Term Sheet.

“On-Sale Date” means the date on which Tickets for an Event are made available for Purchase to the Customer.

“Original Ticket Price” means the total amount paid by a Customer at the time of Purchasing a Ticket (not via the Waiting List).

“Purchase” means the acquisition of Ticket by a Customer from the Vendor via the DICE Services.

“Renewal Term” means the set period of time, if any, for which the parties agree to extend the Initial Term.

“Sales Proceeds” means the total of all Original Ticket Prices collected by DICE from Customers on behalf of the Vendor (in respect to all Tickets Purchased for an Event), minus the total of all Original Ticket Prices refunded or due to be refunded to the Original Customer under the terms stated in the Term Sheet.

“Seat Selection Charge” is defined in the Term Sheet, if applicable.

“Self Pay-Out” means the DICE self-billing and payment system available via the DICE Services. The Self Pay-Out is subject to DICE’s requirements for the Vendor and Event as issued from time to time.

“Service Fees” is defined in the Term Sheet or otherwise in Section 5.1.

“Systems” is defined in Section 19.1

“Term” means the Initial Term together with any applicable Renewal Term(s).

“Ticket(s)” means any printed or digital certificate, access code, log-in credentials, hyperlink, or other type of evidence indicating that its holder is entitled to occupy a space or attend an Event as offered for Purchase on the DICE Services.

“Ticket Allocation” means the amount of share of Tickets that has been site aside or designated for sale through the DICE Services.

“Transaction Fee” is defined in the Term Sheet, if applicable.

“Vendor” is defined in the Term Sheet.

“Vendor’s Bank Details” means the financial information provided by the Vendor to DICE.

“Vendor Fee” means a charge or payment for labor or services charged by the Vendor as indicated in the Term Sheet.

“Vendor Marketing” is defined in Section 13.3

“Vendor Payment” means the means the Sales Proceeds less any amounts due to DICE under this Agreement, plus any share of the Seat Selection Charge and any share of the difference between the Original Ticket Price and the Waiting List Price which DICE has agreed to share with the Vendor under the Term Sheet.

“Venue” means the place, building, or site at which an Event is held, which may include a third-party streaming platform if an Event is held by virtual means.

“Venue Fee” means the portion of the Original Ticket Price which is payable by the Vendor to the Venue for providing access to Customers to the Venue, such Venue Fees collected by DICE from Customers on behalf of the Vendor.

“Waiting List” is defined in the Term Sheet.

“Waiting List Deadline” means the date on which the Waiting List for an Event closes.

“Waiting List Price” means the total amount paid by a New Customer at the time of Purchasing a Ticket via the Waiting List.

2. Grant

2.1. Authorized Representative. If Vendor is accepting these Terms and Conditions on behalf of a company or other entity, Vendor warrants that it is an authorized representative of that entity and that Vendor has the power to enter into the Agreement with DICE.

2.2. Tickets for Purchase. In consideration of the Service Fees, DICE will make available Tickets to be Purchased on the Vendor’s behalf.

2.3. Authorization. The Vendor authorizes DICE to collect the Sales Proceeds of each Ticket Purchased.

2.4. No Minimum Purchase Guarantee. Subject to Sections 2.5 and 2.6, DICE will use reasonable efforts to sell its allocation of Tickets to Customers for an Event on behalf of the Vendor; however, DICE does not guarantee that any minimum or fixed number of Tickets will be Purchased through the DICE Services at any time.

2.5. Non-Exclusive Appointment. The Vendor acknowledges and agrees that DICE’s appointment under this Agreement is on a non-exclusive basis, and that DICE may have many other events listed and other tickets offered for sale on the DICE Services concurrently with any Event, as promoted by other vendors.

2.6. Ticket Allocation. The Events included within the Ticket Allocation are subject to DICE’s sole discretion. Further, if DICE enters into an arrangement with a Venue before or after the Effective Date in which the Venue allocates tickets to DICE to make available via the DICE Services, and such Ticket Allocation relates to a Vendor Event, DICE is entitled to exclusively make available such Ticket Allocation on the DICE Services to the exclusion of any tickets made available by the Vendor for that Event.

2.7. Ticket Allocation Access. The Vendor shall allocate and, if necessary, deliver the Ticket Allocation to DICE for the Term, in the form and method as agreed between the parties in writing.

3. Term

3.1 This Agreement is effective on the Effective Date and will continue until the end of the Term unless otherwise terminated under Section 15.

3.2 After the expiration of the Initial Term, the parties may enter into a Renewal Term, the terms of which shall be negotiated and agreed upon separately in writing between the parties.

3.3 The Term of this Agreement will automatically be extended by the amount of time of any government-imposed lockdown, shutdown, or period of closure of the Venue if the Venue is unable to produce Events and sell Tickets during such period of time.

4. Event Information

4.1. Vendor to Provide Event Information. The Vendor shall provide DICE with full and accurate Event Information for each Event for which DICE makes available Tickets for Purchase, including any information which DICE is required to provide to Customers under any Applicable Laws and any other information reasonably requested by DICE, including the information stated in Section 6.

4.2. Timing. The Vendor shall provide the Event Information via the DICE Services no later than two Business Days before the Announce Date of the relevant Event. For the avoidance of doubt, the Announce Date may occur before or at the same time as the On-Sale Date.

4.3. Accuracy of Information. The Vendor shall not provide any Event Information that:

(a) is false, inaccurate or misleading;

(b) infringes any third party's Intellectual Property Rights;

(d) is, or may reasonably be considered to be harassing, unlawful, harmful, threatening, discriminatory, pornographic, deceptive, offensive or defamatory;

(e) facilitates illegal activity;

(f) causes damage or injury to any person or property;

(g) may, in DICE's reasonable opinion, have a negative impact on DICE's business and/or reputation;

(h) includes any information that references other websites (other than the Vendor's website), addresses, email addresses, contact information or phone numbers; or

(i) contains any computer viruses, worms or any other potentially damaging computer programs or files.

4.4. No Liability. DICE is not liable, whether directly or indirectly, in contract, tort (including negligence), misrepresentation, restitution or otherwise to any third party or any Customer for Vendor’s breach of Section 4.3(a)-(i).

4.5. Grant of License. The Vendor hereby grants DICE a royalty-free, perpetual, irrevocable, transferable right and license to use, sublicense, reuse, copy, exhibit, modify, record, reproduce, broadcast, transmit, publish, distribute, display, perform, delete in its entirety, adapt, publish, translate, create derivative works from and/or incorporate the Event Information into any form, medium or technology now known or hereafter developed throughout the world without further notification, authorization or compensation to the Vendor or anyone acting on the Vendor's behalf. The Vendor represents and warrants that no further permissions, consents or licenses are required from the Vendor or any third party for DICE to use the Event Information.

4.6. Editorial Control. DICE retains editorial control over all content presented on the DICE Services or otherwise communicated to users of the DICE Services, and DICE is entitled, in its sole and absolute discretion, to remove or procure the removal of any Ticket offered for Purchase or any Event Information uploaded or otherwise made available by the Vendor or on the Vendor's behalf in which DICE considers to be in breach of this Section 4.

4.7. Written Consent. The Vendor must obtain DICE’s prior written consent if the Vendor wishes to publish or otherwise make available to the public on any medium outside of the DICE Services a description of any element of the DICE Services. In obtaining DICE’s consent, the Vendor shall, at the request of DICE, provide a copy of such description to DICE. The Vendor and DICE shall consult together in writing on the timing, contents and manner of release of any announcement.

4.8. Brand Elements. The Vendor agrees to add mutually-agreed DICE brand elements to the Events and/or the Venue, as paid for and provided by DICE.

4.9. Brand Sponsored Events. Vendor agrees that for any brand-sponsored events, Vendor shall inform DICE in advance and shall have the option to remove any or all DICE branding from the Venue or Event Information where there may be conflict between the brands.

5. Event Fees

5.1. Timing. DICE and the Vendor shall, no later than two Business Days prior to the Announce Date, agree and document via the DICE Services or other medium, the following information, if applicable, in relation to the Event:

(a) The actual value (the “Face Value”) for all Tickets;

(b) Any changes to Service Fees;

(d) Fee; and

(e) Additional Fee.

5.2. Tickets for Purchase. DICE is not obligated to make the Tickets available for Purchase until such time the parties have met their obligations under Section 5.1.

6. Event Changes and Cancellations

6.1. Notification. The Vendor shall promptly and without any undue delay notify DICE of any scheduling changes, Venue changes, line-up changes, and/or cancellations relating to Events with Tickets offered for Purchase through the DICE Services.

6.2. Vendor Responsibilities. The Vendor is solely responsible for any costs incurred by either party as a result of any Event changes or cancellations such as those listed in Section 6.3.

6.3. Event Cancellation. If an Event is cancelled, rescheduled (and the Customer is not able to attend the rescheduled date), or not performed to the Customer’s reasonable satisfaction, or if DICE’s cooling-off/automated refunds feature is activated (where applicable), then the Vendor is responsible for providing any refunds due and payable to the Customer in accordance with Section 8.15. For the avoidance of any doubt, DICE is not liable to any Customer or third party for any Losses, demands, costs or expenses for any cancellation, postponement, delay or changes to the Event Information and the Vendor shall provide DICE with an indemnity against the same. The indemnity as set out in this Section 6.3 continues to operate even after the expiration or termination of this Agreement.

7. DICE Fees

7.1. Vendor Payments to DICE. The Vendor shall pay to DICE the DICE Fees and any Damages arising, if any, from an Event cancellation in accordance with Section 7.2.

7.2. Damages from Event Cancellation. DICE is entitled to Damages from the Vendor if an Event is cancelled, rescheduled, delayed, postponed, curtailed or not completed (in part or in full) for any reason. DICE will invoice the Vendor for any Damages within 90 days the applicable Event being cancelled, rescheduled, delayed, postponed, curtailed or not completed.

7.3. Vendor Authorization. The Vendor authorizes DICE to take payment of the DICE Fees plus applicable taxes, and acknowledges that DICE may retain any difference between each Original Ticket Price and the Waiting List Price (per Ticket, if applicable), in each case, by deducting such amounts from the Sales Proceeds held by DICE prior to remitting the Vendor Payment in accordance with Section 8.

7.4. DICE Invoices. DICE will invoice the Vendor for DICE Fees plus taxes, if applicable. The invoice(s) will be delivered to Vendor as agreed between the parties in respect to each Event.

7.5. Self Pay-Out. Where Self Pay-Out is available for an Event, the Vendor may initiate the DICE invoicing and payment process via the Vendor’s account in the DICE Services. Once the Vendor requests Self Pay-Out for an Event, DICE’s invoice for the DICE Fees will be generated and issued to the Vendor.

7.6 Taxes. Vendor agrees to assume all responsibility for taxes due on Ticket sales under applicable tax laws. Vendor agrees to pay any tax amounts owed from the Sales Proceeds. If DICE is deemed a ‘Marketplace Facilitator’ under Applicable Law, Vendor shall promptly reimburse DICE for any and all such taxes paid by DICE on Vendor’s behalf. Vendor shall reimburse DICE for any and all expenses incurred with respect to Vendor’s failure to pay applicable taxes, including reasonable attorney’s fees, or damages.

7.7 Service Fee Cap Increase. For Agreements where a Service Fee cap is included, DICE reserves the right to increase the cap based on changes in market conditions, scope of services, or other relevant factors by up to 5% annually following the Effective Date (the "Service Fee Cap Increase"). The Service Fee Cap Increase shall be calculated on the initial cap in the Agreement.

8. Payment and Distributions of Funds

8.1. Vendor Authorization. The Vendor authorizes DICE, its agents, and its subcontractors to accept payment of the Sales Proceeds by Customers via any form of payment approved by DICE in writing in connection with the sale of Tickets, including any credit or debit cards.

8.2. Security Interest. Vendor hereby grants DICE a security interest in all of Vendor’s now existing or hereafter acquired right, title, and/or interest in all funds held as Sales Proceeds and all proceeds thereof in order to secure payment and performance of all debts, liabilities, and obligations of any kind of Vendor to DICE.

8.2. Advance. DICE may, in its sole and absolute discretion, provide an Advance for a particular Event as set out in the Term Sheet.

8.3. Advance Due Diligence. Prior to paying Vendor an Advance, DICE may conduct a due diligence analysis of Vendor and Vendor’s operations, financials, business, and public filings. Vendor agrees to cooperate with DICE in providing requested items, as may be reasonably requested for the purpose of due diligence, within a timely manner.

8.4. Advance Conditions. If an Advance has been paid under Section 8.2 the following terms apply:

(a) If the Vendor Payment for the relevant Event is less than the Advance, the Vendor shall pay DICE an amount equivalent to the Advance minus the Vendor Payment; or

(b) if the Vendor Payment for the relevant Event exceeds the Advance, DICE shall pay to the Vendor and amount equal to the Vendor Payment minus the Advance.

8.5. Sign On Fee. DICE, in its sole discretion, may pay Vendor a Sign On Fee as stated in the Term Sheet. If Vendor provides inaccurate statements of fact under Section 13, then DICE is entitled to a return of the Sign-On Fee immediately upon notice.

8.6. Marketing Contribution. DICE may use the Marketing Contribution funds for any costs associated with advertising, marketing, public relations, and/or other activities DICE believes would benefit Vendor generally, including advertising campaigns in various media; employing advertising and/or public relations agencies; and social media advertisements and campaigns. In no event will DICE be deemed a fiduciary with respect to the Marketing Contribution. DICE has the right to direct all marketing programs, with the final decision over creative concepts, materials, and media used in the programs and their placement. DICE does not guarantee that Vendor will benefit from the Marketing Contribution.

8.7. Payment Amount. DICE shall pay the Vendor an amount equal to the Vendor Payment per Event, such payment to be made in accordance with this Section 8 and subject to Sections 8.5 and 8.10.

8.8. Timing of Payment. Subject to Section 8.3, DICE shall pay the Vendor Payment to Vendor under Section 8.4 within five Business Days of the date on which the performance of the applicable Event takes place.

8.9. Payment Terms. If a payment is required under Section 8.4, then DICE shall pay the Vendor by any of the following methods:

(a) submitting payment to the Vendor’s bank account using a third party payment processor (in accordance with Section 8.10);

(b) submitting payment to the Vendor by ACH; or

8.10. Vendor’s Responsibilities. The Vendor is responsible for remitting any Venue Fee to the Venue and any Additional Fee to the relevant third party.

8.11. Payment Terms. DICE shall not make any payments to the Vendor must provide DICE with Vendor’s Bank Details prior to DICE submitting payment. All funds payable by DICE to the Vendor under this Agreement will be paid by DICE to the Vendor using the Vendor’s Bank Details, or such other bank account details as are agreed between DICE and the Vendor in writing.

8.12. Bank Details Verification. DICE will not be responsible for verifying the Vendor's Bank Details or the authenticity of any settlement instructions and the Vendor agrees that DICE may rely on the Vendor's Bank Details as the correct bank account to debit or credit according to this Agreement. If the Vendor gives DICE an instruction to change the Vendor’s Bank Details, DICE may ask for written confirmation before acting on it. The Vendor must do all that is reasonably possible to prevent any unauthorized personnel sending DICE any instructions in relation to the Vendor's Bank Details and must tell DICE as soon as possible if an unauthorized person sends instructions to DICE. Unless the Vendor informs DICE otherwise in writing, the Vendor is responsible for all instructions that DICE receives and acts on, even if the instructions were not given by the Vendor or the Vendor's authorized representatives, and the Vendor is liable for any Losses that arise from such instructions.

8.13. Payment Processing. The payment processing services used by DICE to make payments to the Vendor are provided by third party payment processors on behalf of DICE from time to time (the "Payment Processor"), including but not limited to Stripe Payments Europe, Ltd (“ Stripe”). Any payments made via a third party payment processor will be subject to that entity’s terms and conditions, for example the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Payment Processor Agreements”). By entering into this Agreement or continuing to treat DICE as a disclosed agent, the Vendor agrees to be bound by the Payment Processor Agreements, in addition to any other terms and conditions of the relevant Payment Processor as notified to the Vendor from time to time. As a condition of DICE enabling payment processing services through a Payment Processor, the Vendor agrees to provide to DICE, accurate and complete information about the Vendor and its business, and the Vendor authorises DICE to share such information and transaction information related to the Vendor’s use of the payment processing services provided by such Payment Processor. The Vendor shall be fully liable for any Losses that arise as a result of any false, inaccurate or misleading information provided to DICE. The Vendor is further fully responsible and will fully indemnify DICE for all claims, fines and costs caused by any non-compliance by the Vendor of all applicable laws and regulations, and expressly including any fines imposed on DICE and/or the respective Payment Processor, or regulatory authorities as a result of such non-compliance. The Vendor further undertakes to regularly review the websites of the respective Payment Processors for information on the current applicable fines and rules, as well as regularly reviewing any relevant changes to applicable laws and regulations as applicable to the Vendor’s products and services and business practices, to ensure its compliance to such laws and regulations. Where DICE and/or the Payment Processor becomes aware of and/or receives any notice of a potential exposure to a fine related to the Vendor’s behavior, the Vendor undertakes to provide on first request, all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of DICE and/or the Payment Processor. The Vendor shall fully indemnify and hold DICE harmless from any fines applied as a result of Vendor’s breach of the terms of this Agreement, and related incurred reasonable legal and other costs.

8.14. Set-Offs. DICE may set-off any amounts owed to DICE by the Vendor under this Agreement against Sales Proceeds held by DICE.

8.15. Customer Refunds. If a Customer is entitled to a refund in accordance with Section 6.3, DICE may refund the relevant Customer on the Vendor’s behalf by:

(a) setting off a sum equal to the refund from the relevant Sales Proceeds held by DICE; or

(b) if the relevant Sales Proceeds are not sufficient to meet the refund payable, or DICE has already remitted the relevant Sales Proceeds to the Vendor, the Vendor shall remit to DICE such amounts as requested to enable DICE to fulfil the refund(s), such remittance to be made within 48 hours of DICE's request.

If a Customer is offered a refund in accordance with Section 6.3, the Vendor shall repay to DICE a sum equivalent to any total Service Fee rebate paid by DICE to the Vendor, for each Customer to whom a refund is issued.

8.16. Chargeback Allowance. The Vendor will be responsible for any chargebacks (e.g. in relation to fraud, declined transactions, cardholder disputes, returned Tickets etc.) DICE receives from its bank in relation to Events. DICE is entitled to a withhold up to 5% of the Sales Proceeds per Event to cover chargebacks for a period of 6 months after each Event (the "Chargeback Allowance"). The Chargeback Allowance will include the cost of each returned Ticket, as well as any associated costs relating to the chargeback, including but not limited to bank fees. The Vendor is also responsible for any bank charges incurred on any payments made to the Vendor by DICE. The Vendor accepts and acknowledges that DICE has no liability to the Vendor in relation to such bank charges.

8.17. Advance & Indemnity Agreement. DICE reserves the right to request an advance and indemnity agreement ('Advance & Indemnity Agreement') from a third-party guarantor (who is not the Vendor) for any Advances agreed under this Agreement which are not set forth in the Term Sheet ('Additional Advances'). Payment of Additional Advances are subject to a signed Advance & Indemnity Agreement. Any Additional Advances are to be agreed separately and in writing between the parties. Unless set out otherwise, DICE reserves the right to recoup any Advances against 100% of future Ticket sales until the Advance is fully recouped.

9. Intellectual Property

9.1. The Vendor shall include the DICE Logos in all relevant advertising or other promotional material created, produced, or used in relation to an Event. For the purposes of this Section 9.1, DICE hereby grants to the Vendor a non-exclusive, non-transferable, personal, revocable, limited license to use the DICE Logos during the Term for the sole purpose of exercising the Vendor's rights granted under this Section 9.1.

9.2. Subject to Section 9.1, the Vendor has no rights in respect of the DICE Logos or of the goodwill associated with the DICE Logos, or any other of DICE's Intellectual Property Rights. The Vendor acknowledges that all rights, whether legal, beneficial or otherwise, and all goodwill in respect of the DICE Logos and any other of DICE's Intellectual Property Rights are and will remain vested in DICE and that the DICE Logos and any other of DICE's Intellectual Property Rights are and will remain, as between it and DICE, the property of DICE or its licensors.

9.3. The Vendor may from time to time provide DICE with materials or content relating to Events, performers or the Vendor including photographs and images (audio and/or visual), text, music, trademarks, symbols, logos, slogans (“Materials”). The Vendor hereby grants DICE a royalty free perpetual license to use and modify the Materials for the purposes of advertising, marketing and promoting the relevant Events.

10. Bill Posting

10.1. The Vendor may not permit encourage or arrange for fly-posting, bill-posting, or other illegal advertising of an Event in contravention of any Applicable Laws. The Vendor must not use DICE's name, website address, DICE Logos or any of the DICE’s Intellectual Property Rights in connection with bill-posting or other illegal advertising. If DICE is notified that bill-posting has taken place in relation to an Event, this will constitute a material breach of this Agreement and DICE may:

(a) terminate this Agreement in accordance with Section 14.1(a); and

(b) set-off all costs incurred by DICE in the removal of posters or any fines or payments that DICE may be required to pay in connection with such bill-posting against Sales Proceeds for the relevant Event or any other events produced or promoted by the Vendor.

11. Customers’ Personal Data

Recognizing the importance of safeguarding Customers’ Data, the parties agree to cooperate to ensure compliance with any applicable consumer data protection laws, including the California Consumer Privacy Act.

11.1. Transfer of Customer Data. DICE may transfer the Data to the Vendor and other third parties (including Venues) to the extent that such Data is required for the running of a particular Event. The Vendor shall ensure that it has relevant contracts in place with such third parties that impose obligations on such third parties that are equivalent to and as protective as those set out in Sections 11.2 and 24 below, and all other obligations required under Applicable Laws.

11.2. Duty to Comply. Each party shall ensure that it: (a) complies with all applicable privacy and data protection laws and regulations when processing Data; and (b) process Data fairly and lawfully in accordance with Applicable Laws; and (c) has in place appropriate technical and organizational security measures to protect against unauthorized or unlawful processing of the Data, and against accidental loss or destruction of, or damage to, the Data.

11.3. Vendor Marketing Legal Compliance. Where the Vendor wishes to conduct direct marketing in relation to a the Customer Data (“Vendor Marketing”), it must ensure it has a legal basis to do so in accordance with Applicable Laws.

11.4. Customer Consent. The parties agree that DICE may obtain consent from a Customer on the Vendor’s behalf (at DICE’s sole discretion), for the purposes of the Vendor conducting Vendor Marketing. The following applies to any such arrangement:

(a) to the extent required by Applicable Laws, DICE shall present a consent notice regarding the Vendor Marketing (“ Consent Notice”);

(b) Vendor shall limit its Vendor Marketing to activities that are permitted by Applicable Laws, and within the scope of the Consent Notice; and

(c) if a Customer provides their consent using the Consent Notice and subsequently communicates a request to a party to withdraw their consent to such Vendor Marketing during the Term: (a) the party receiving such withdrawal request shall promptly notify the other party in writing, and (b) the Vendor shall ensure that it immediately respects the Customer’s withdrawal of consent.

11.5. Notification of Infringement. The Vendor shall immediately inform DICE in writing if, in the Vendor’s opinion, any act or omission by the Vendor or DICE in relation to this Agreement infringes Applicable Laws relating to privacy or data protection and explain the reasons for its opinion, provided that this will be without prejudice to Section 11.2.

11.6. Implementation of Security Measures. The Vendor shall implement and maintain, at its own cost and expense, appropriate technical and organizational security measures to protect Data and to ensure the processing of any Data is in compliance with Applicable Laws.

11.7. Cooperation. The Vendor shall, at its own cost and expense, provide such information, cooperation, and other assistance to DICE as DICE requires (taking into account the nature of processing and the information available to DICE) to ensure compliance with DICE’s obligations under the Applicable Laws.

11.8. Reasonable Access. The Vendor shall, at its own cost and expense, provide and procure reasonable access to DICE or any of its agents acting on behalf of DICE access to the Vendor’s facilities, equipment, premises, sites, personnel as required for DICE to comply with is obligations under the Applicable Laws.

11.9. Survival. Section 11.2 survives termination or expiration of this Agreement.

12. Tickets

12.1. Acceptance. The Vendor shall accept all Tickets Purchased, including digital Tickets generated by the DICE Services, in order to allow Customers access or admission in person, as the case may be, to each Event. DICE shall notify the Vendor as to the format of digital Tickets prior to the Event.

12.2. Physical Ticket. If an Event requires a physical Ticket then DICE shall fulfil the delivery of the Tickets to Customers, and DICE may charge the DICE Postage Fees to the Vendor.

12.3. Authenticity. As between DICE and Vendor, the Vendor is responsible for ensuring the authenticity of any Tickets used by a Customer to gain access to an Event, whether that is in respect to Tickets that provide digital access to an Event or Tickets produced by a Customer at the time of physical entry to an Event.

12.4. Advertisements on Physical Tickets. Where DICE is required to provide a physical Ticket to Customers, DICE may, at its sole and absolute discretion, advertise or sell advertising on the reverse of any ticket. DICE will use its reasonable efforts to ensure that any advertiser or advertisement is not directly or indirectly in competition with the Vendor or the Event. DICE is not liable for any false, inaccurate or misleading information contained with any advertisements displayed on the Tickets.

12.5. Customer Ticket Confirmation. If insufficient time prevents the delivery of physical Tickets to Customers, where required, then the Vendor will ensure that an email or electronic confirmation is sent to the Customer with an appropriate reference number to allow the Customer to exchange the confirmation for a physical Ticket on arrival at the Venue. The email confirmation may state that the Customer should exchange the confirmation for a bona fide Ticket at another specified location. The Vendor shall accept the email confirmation as Tickets Purchased.

12.6. Counterfeit or Stolen Tickets. The risk of counterfeit or stolen Tickets and digital piracy rests solely with the Vendor. The Vendor shall indemnify DICE in respect of all Losses suffered or incurred by DICE in connection with counterfeit or stolen Tickets (except where caused by any breach of this Agreement by or negligence of DICE).

12.7. No Participation in Ticket Piracy. Neither the Vendor nor any of its aﬃliated or related companies and their respective joint venturers, successors, assigns, directors, oﬃcers, employees associates and agents shall commit any act or omission which directly or indirectly results in: (i) any piracy in relation to any Ticket; (ii) any unauthorized distribution of any Ticket; or (iii) any unauthorized disclosure of any Ticket.

12.8. Fraudulent Use of DICE Services. DICE is entitled to, at its sole discretion, cancel any transaction for the Purchase of a Ticket if it has reason to believe that a Customer or potential Customer has used the DICE Services fraudulently or otherwise in contravention of DICE’s terms of use or purchase terms as updated from time to time (and as set out on the DICE Services). DICE is not obligated to make any payment to the Vendor in respect of any such transaction, and the Vendor shall, at DICE’s request, repay any funds already remitted by DICE to the Vendor in respect of any such transaction, to enable DICE to cancel the transaction and return such funds to the original payment method used to fund that transaction.

12.9. Ticket Quantity. Where applicable, DICE will only offer the number of Tickets to Customers that the Vendor confirms in writing that DICE is entitled to offer taking into account the capacity of Venue, any relevant health and safety legislation, and any other matters which the Vendor must consider by Applicable Law.

12.10. Minimum Age Requirements. Where the Event Information stipulates a minimum age requirement for a Customer to attend an Event, the Vendor is fully responsible for the Customer presenting a valid verification of Customer’s age by relying on self-certification of age by the Customer at the time of Purchasing a Ticket.

12.11. Security. The Vendor agrees to comply with any security instructions and guidelines in relation to the offering of Tickets for Purchase as notified by DICE to the Vendor from time to time.

13. Non-Ticket Items

13.1. We may make available certain Non-Ticket Items for purchase via the App or the Services (including goods, services and digital content), in our capacity as a disclosed agent for and on behalf of the Vendor.

13.2. Such Non-Ticket Items include but are not limited to VIP passes, parking passes, drinks tokens and camping passes.

13.3. The Vendor warrants and undertakes that it is fully responsible for fulfilling any Non-Ticket Item made available for purchase, and DICE accepts no liability for any non-fulfilment of a Non-Ticket Item by an Event Partner.

13.4. The Vendor shall fully indemnify and hold DICE harmless against any and all Losses suffered by DICE under this Clause.

13.5. In relation to the sale of alcohol by the Vendor (including but not limited to the sale of drinks tokens), the Vendor warrants and undertakes that it is fully responsible for:

13.5.1. verifying the age of fans seeking to purchase alcohol and ensuring that alcohol is only made available for purchase to, and sold to fans who are of legal drinking age in the country in which the Event is taking place; 

13.5.2. dispensing and serving of alcohol;

13.5.3. any issues arising from the serving or sale of alcohol;

13.5.4. compliance with any applicable advertising rules and obligations around advertising alcohol; and

13.5.5. compliance with applicable local licensing laws and regulations.

13.6 Event Partners shall indemnify DICE against any and all Losses or costs arising directly or indirectly from complaints or requests for refunds in relation to the facilitation of all Non-Ticket Items.

14. Vendor’s Obligations and Representations and Warranties.

14.1 Vendor’s Obligations. DICE’s responsibilities and obligations under this Agreement are conditioned upon Vendor’s full compliance with all of the responsibilities and obligations under this Agreement. Among the other obligations in this Agreement, Vendor is obligated to:

a) Complete the on-boarding process for the sale of Tickets within 90 days of the Effective Date;

b) Use the DICE Services to sell Tickets to Events as described in the Term Sheet; and

c) Inform DICE immediately upon Vendor’s reasonable belief that an Event is subject to postponement, cancellation, or disruption.

14.2 The Vendor represents and warrants that:

a) this Agreement has been duly authorized, executed and delivered by the Vendor and constitutes the valid, legal and binding agreement between DICE and the Vendor, enforceable in accordance with its terms;

b) it has all necessary rights and permissions to sponsor and/or promote each Event and to perform the Vendor's obligations under this Agreement;

c) it has all necessary rights and permissions to appoint DICE as a disclosed agent and to authorize DICE to offer Tickets for Purchase on the Vendor’s behalf;

d) this Agreement will not result in any breach of, or constitute default under, any other agreement to which the Vendor is a party, including, without limitation, any agreement with a Venue or any agreement for the sale or other disposition of Tickets for an Event;

e) it has experience in advertising, marketing and otherwise promoting Events and acknowledges the risk inherent in doing so, and the Vendor will not rely on DICE for anything other than Ticket distribution services as expressly provided in this Agreement;

f) it is the legal owner or lawful licensee of the Materials, Data, or Event Information (if applicable), has the right to grant DICE all rights and licenses under this Agreement, including such rights and licenses to the Materials, Data, and Event Information, and that DICE's use of the Materials, Data, and Event Information does not infringe any third party rights (including third party Intellectual Property Rights);

g) it will obtain any permissions, clearances, licenses, approvals, and/or waivers required from any third parties in connection with the Events(s) (such as by way of example only any applicable musicians, dancers, artists and/or other personnel; any applicable music publishers; any applicable record labels; any applicable unions; and any applicable collective rights or licensing organizations and/or sound recording collection societies) and shall make any payments in connection therewith);

h) it will comply with all applicable laws, statutes, regulations and codes (including without limitation all applicable broadcasting, advertising and data protection laws, statutes, regulations and codes) in connection with the Event;

i) none of the materials or content created in connection with the Event will infringe any rights of any third party.

15. Termination

15.1. Subject to Section 19.6, either party may immediately terminate this Agreement by giving notice in writing to the other party if:

(a) the other party commits a material breach of any of any term of this Agreement which is incapable of remedy 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 persists in any breach of any of the terms of this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days; or

15.2 DICE may terminate this Agreement effective upon notice to Vendor upon the occurrence of any of the following events:

a) Failure to On Board to the DICE Services within 90 days of the Effective Date.

b) Repeated Noncompliance with Applicable Laws.

c) Vendor voluntarily abandons the Venue or ceases to produce Events for a period of time that indicates an intent by Vendor to discontinue its operations.

d) DICE determines that Vendor engaged in an act of fraud or misrepresentation with respect to its rights or obligations under this Agreement or engaged in any activity that has a material adverse effect on DICE.

e) Vendor receives three notices of default under this Agreement regardless of whether the defaults were cured by Vendor.

16. Effects of Termination

16.1. Without Prejudice. Termination of this Agreement, however caused, is without prejudice to any rights or liabilities of either party accrued at the date of termination.

16.2. Vendor’s Duties Upon Termination. Upon termination of this Agreement for any reason the Vendor shall:

(a) immediately pay to DICE any sums owed by Vendor to DICE under this Agreement;

(b) reimburse DICE for any Advance for an Event that has not taken place prior to the date of termination of this Agreement;

(c) repay a pro rata portion of any Sign On Fee or performance Bonus paid by DICE, to reflect the unexpired portion of the Initial Term;

(d) pay a sum equal to the amount of any shortfall between any Advance paid and the total Sales Proceeds at the date of termination;

(e) pay a sum equal to the amount of any shortfall between any Fee Advance paid and the total amount of the Fee Advance recouped by DICE at the date of termination;

(f) remove all references to DICE and the DICE Logos on any advertising, marketing and promotional materials or on the Vendor's internet sites or applications relating to Events;

(g) cease to use any DICE Logos or Intellectual Property Rights of DICE; and

(h) remove any links to any of DICE’s websites from the Vendor's website(s) or application(s).

16.3. DICE’S Duties Upon Termination. Upon termination of this Agreement for any reason DICE:

(a) shall cease to promote, market and advertise the Tickets;

(b) shall cease to use the Materials; and

(c) has no responsibility to make any further payments to the Vendor, except for any payments already accrued and due before the date on which the Agreement is terminated.

16.4. Survival of Select Sections. Except as otherwise expressly provided, upon termination or expiration of this Agreement, neither party has any further obligation to the other under this Agreement. Termination will not affect the operation of Section 4.3 and 4.4 (Event Information), 8 (Payment and Distribution of Funds), 9 (Intellectual Property), 11 (Customer Personal Data), 16 (Effects of Termination),18 (Liability to Customers), 20 (Limitation of Liability), 21 (Indemnity), 25 (Confidentiality) and 33 (Applicable Law) or any other term which either expressly or by implication is intended to come into or remain in force on or after termination.

17. Vendor Acknowledgements

17.1. Refusal of Ticket Holder Entry. The Vendor acknowledges that the Venue reserves the right on reasonable and lawful grounds to refuse entry to or remove from the premises any Ticket holder without refund. By way of example, the Venue and its management, as may be appropriate, may deny entry, remove or deny access to a Ticket holder who:

(a) has behaved at the Event in a manner which, in the reasonable opinion of the Venue management has, or is likely to, affect the enjoyment of other attendees of the Event;

(b) uses threatening, abusive or insulting words or behavior, whether in person or by virtual means, or in any way provokes or behaves in a manner which may provoke or incite a breach of the peace;

(d) fails, when required, to produce proof of identity or age (as or when appropriate); or

(e) breaches any acceptable use policy, or similar policy, applicable to attendees of the Venue or Event.

17.2. No Liability for Refusal of Ticket Holder Entry. DICE accepts no liability whatsoever for any Losses incurred as a result of the events listed in Section 17.

17.3. The Vendor acknowledges that any Thresholds, or any Sign-on Fees and/or Advances payable by DICE under this Agreement (as set out in the Term Sheet), are calculated on the basis of the Vendor’s projected Ticket sales. The Vendor further acknowledges and accepts that if at any point during the Initial Term of the Agreement and in DICE’s sole discretion, the Threshold is incapable of being met, DICE reserves the right to (i) request the return of any Sign-On Fee and/or Advance paid to the Vendor, such amount to be returned by the Vendor within 30 days of DICE’s request and/or set-off against any Sales Proceeds prior to payment of such Sales Proceeds by DICE to the Vendor; and/or (ii) increase DICE's Service Fee DICE's investment is fully recouped and/or (iii) amend the Commercial Terms of the Agreement.

17.4 The Vendor acknowledges and accepts that DICE reserves the right to immediately revoke any Implementation Services relating to on-site support where DICE deems (at its absolute discretion) that the number of Tickets sold for an Event falls significantly below the Allocation of Tickets provided to DICE for that Event.

17.5 Should the Vendor fail to list any Events on the DICE Services for a total consecutive period of 6 months throughout the Term, or if the Vendor postpones an Event for longer than a consecutive period of 6 months, the Vendor acknowledges and accepts that DICE shall be entitled to (i) remove the Event from the DICE Services as applicable; and (ii) terminate the Agreement with immediate effect; and (iii) request that the Vendor repays to DICE any Sign-On Fee and/or Advance payments made to the Vendor under this Agreement.

18. Liability to Customers and Third Parties

18.1. Vendor Responsibility. The Vendor is solely responsible, at its sole cost and expense for:

(a) Events and the quality and nature thereof, including, but not limited to, the sound quality, production, accessibility, transmission, streaming quality, and other aspects relating to the performance of the Event;

(b) The production, staging, implementation, exploitation, broadcast, transmission, distribution, operation and content of the Event(s) including without limitation the selection of the platform(s) and/or channel(s) on which the Event(s) will be broadcast and any agreements with third parties or other matters in connection therewith;

(c) Obtaining any permissions, clearances, licenses, approvals and/or waivers required from any third parties in connection with the Event(s) (such as any applicable musicians, dancers, artists and/or other personnel; any applicable music publishers; any applicable record labels; any applicable unions; and any applicable collective rights or licensing organizations and/or sound recording collection societies) and making any payments in connection therewith; and

(d) Working in conjunction with any performance rights organizations, unions, or other such associations of performers to ensure the proper payments are made using the proceeds after the deduction of the DICE Fees.

18.2. Role of DICE. The Vendor hereby acknowledges and agrees that in no circumstances will DICE host and/or broadcast the Event(s) on the DICE Services or otherwise, unless agreed to the contrary in the Term Sheet.

18.3. DICE as Agent. The Vendor acknowledges that the DICE Services are limited to serving as the Vendor's agent for the sale of Tickets allocated to DICE by the Vendor. Therefore, DICE’s liability to Customers is limited to its role as an agent for the fulfillment of Purchases.

18.4. Compliance. The Vendor is solely responsible for ensuring it complies with all relevant legal and statutory requirements including, but not limited to, compliance with all and any applicable health and safety legislation.

18.5. Liability Limitations. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for death or personal injury arising from the negligence of either party; fraud or fraudulent misrepresentations; or any liability that cannot be excluded or restricted by law.

19. Disclaimer of Warranty

19.1. DICE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF DICE'S COMPUTER SYSTEMS (INCLUDING THE DICE SERVICES) OR OTHER ONLINE SERVICES (COLLECTIVELY “SYSTEMS”) WILL BE UNINTERRUPTED OR THAT THE SYSTEMS WILL BE ERROR FREE OR THAT THE SPECIFICATIONS OR FUNCTIONALITY OF THE SYSTEMS WILL MEET THE VENDOR REQUIREMENTS. IF FOR ANY REASON THE SYSTEMS ARE INTERRUPTED, THE VENDOR AGREES THAT DICE WILL NOT BE LIABLE TO THE VENDOR, ANY CUSTOMER OR ANY THIRD PARTY FOR ANY LOSSES.

19.2. DICE'S SYSTEMS ARE PROVIDED TO THE VENDOR ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR USE WITH RESPECT TO THE INTERNET OR USE OF INFORMATION IN CONNECTION WITH ANY SYSTEMS PROVIDED IN THIS AGREEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

19.3. Security Precautions. The Vendor acknowledges that electronic communications and databases are subject to errors, tampering and break-ins. While DICE agrees to take reasonable security precautions to avoid such occurrences, DICE does not guarantee or warrant that such events will not take place.

20. Limitation of Liability

20.1. DICE WILL NOT BE LIABLE FOR ANY LOSSES ARISING OUT OF OR RELATING TO DICE’S SYSTEMS OR THIS AGREEMENT WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DICE HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

20.2. DICE'S TOTAL MAXIMUM LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH EACH EVENT LISTED ON THE DICE SERVICES WILL NOT EXCEED AN AMOUNT EQUIVALENT TO THE SERVICE FEES PAID TO DICE IN RESPECT OF THE RELEVANT EVENT.

20.3. DICE'S TOTAL LIABILITY IN AGGREGATE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT WILL IN NO CIRCUMSTANCES EXCEED THE TOTAL SERVICE FEES PAID BY THE VENDOR TO DICE IN THE 12 MONTHS PRECEDING THE CLAIM.

20.4. Notwithstanding the foregoing, nothing in the Agreement limits or excludes any liability which DICE may have for any liability that cannot be excluded or restricted by law.

20.5. Except as a direct result of a negligent act of DICE, DICE shall bear no liability for any matters arising out of piracy in relation to Tickets or the distribution and/or disclosure of any Ticket by the Vendor or any third party including without limitation any Customer following Purchase.

20.6. If any interruption to the DICE Services are, in DICE’s opinion, outside of DICE’s reasonable control (such as a third-party power outage, act of God, or other uncontrollable events), the Vendor agrees to provide DICE with 30 Business Days to remedy such interruption. Vendor may not terminate this Agreement under Section 14 during this 30 Business Day period until DICE has had a reasonable opportunity to remedy such interruptions. The Vendor shall take reasonable measures to mitigate any Losses incurred during any period where the Systems have been interrupted, which may include but is not limited to, hosting on another website or platform.

21. Indemnity

21.1. Vendor Indemnifies DICE. The Vendor shall indemnify DICE, defend and hold harmless DICE and DICE's affiliated or related companies and their respective joint venturers, successors, assigns, directors, officers, employees and agents (each a “ DICE Party”) and shall keep each of them fully and effectively indemnified against any and all Losses, imposed on, incurred by or asserted against any DICE Party arising, either directly or indirectly from:

(a) any Event or Venue (other than and to the extent that any Losses arise directly from breach of this Agreement by DICE or DICE's negligence);

(b) any Ticket cancelled or otherwise rendered void by DICE at the Vendor's request;

(d) the Vendor’s production and placement of fly-posters or bills;

(e) the Materials (as defined in Section 9.3) infringing any third party rights;

(f) the Event Information;

(g) counterfeit or stolen Tickets, or digital piracy in accordance with Section 12.6;

(h) any of the warranties or undertakings contained under Section 4.3 or 13; or

(i) any breach, non- observance or non- performance of this Agreement by the Vendor.

22. Insurance

22.1. Vendor’s Insurance. During the Term of this Agreement and for a period of two years after expiration or termination, the Vendor shall maintain in force the following insurance policies with reputable insurance companies: (a) public liability insurance of at least $2,000,000 per claim; and (b) any other insurances required by law or regulation where the Vendor and/or Venue is located.

22.2. Proof of Insurance. The Vendor shall, at DICE’s request, promptly send a copy of the insurance policy certificates, details of the cover provided and the receipt for the premium to DICE on taking out and on renewing each policy.

23. Notices

Any notice given or made under this Agreement must be in writing, in English, signed by or on behalf of the party giving it, and served by hand delivery or by sending it by certified or registered mail, insured courier, or email. Any notice to the Vendor will be sent to the address provided in the Term Sheet or to the email address provided by the Vendor to DICE from time to time. Any notice to DICE must be sent to DICE’s address in the Term Sheet or by email to legal@dice.fm

23.1. Notice Not Required for Legal Proceedings. The parties agree that the provisions of this Section 23 do not apply in relation to the service of any process in any legal action or proceedings arising out of or in connection with this Agreement or the legal relationships established by this Agreement.

24. Regulatory and Compliance

24.1 Anti-Bribery. The Vendor represents and warrants that it:

(a) has not committed an offense (a “Bribery Offense”) under the Bribery Act 2010 in the UK, U.S. Foreign Corrupt Practices Act or any similar laws or regulations in any jurisdiction (“Anti-Bribery Laws”);

(b) has not been formally notified that it is subject to an investigation relating to alleged Bribery Offenses or prosecution under any Anti-Bribery Laws;

(c) is not aware of any circumstances that could give rise to an investigation relating to an alleged Bribery Offense or prosecution under any Anti-Bribery Laws.

24.2 The Vendor agrees that it:

(a) has in place, and shall maintain throughout the Term and until termination of this Agreement, adequate procedures designed to prevent persons associated with the Vendor (including an employee, sub-contractor or agent or other third party working on behalf of the Vendor) (an "Associated Person") from committing a Bribery Offence; and

(b) will comply with applicable Anti-Bribery Laws and that no Associated Person shall, commit any Bribery Offence or any act which would constitute a Bribery Offence; and

(c) shall not do or permit anything to be done which would cause DICE or any of DICE's employees, sub-contractors or agents to commit a Bribery Offence or incur any liability in relation to any Anti-Bribery Laws; and

(d) shall notify DICE immediately in writing if it becomes aware or has reason to believe that it has, or any of its Associated Persons have, breached or potentially breached any of the Vendor's obligations under this Section 24.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Vendor's obligations.

24.3 Anti-slavery and human trafficking. In performing its obligations under the Agreement, the Vendor shall:

(a) comply with all applicable anti-slavery and human trafficking laws, statutes, and regulations (“Anti-Slavery Laws”);

(b) not engage in any activity, practice or conduct that would constitute an offence under applicable Anti-Slavery Laws; and

24.4 The Vendor represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

24.5 Trade Controls. The Vendor represents and warrants that:

(a) during the Term it will comply with all applicable import and export laws and regulations, including, but not limited to, economic and financial sanctions, export controls, anti-boycott and customs laws and regulations applying to the Vendor and any of its affiliates (collectively, “Trade Control Laws”);

(b) neither the Vendor nor any of its subsidiaries or affiliates, nor directors or officers is:

i. a citizen or resident of, an entity organised under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions (hereinafter referred to as “Sanctioned Countries”),

ii. a person or entity that is identified on any list maintained by any government or regulatory body and is subject to asset-freezing measures or other sanctions maintained by such government or regulatory body,

(collectively referred to herein as "Restricted Parties");

(c) neither the Vendor nor any of its subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by any Restricted Party; and

(d) the Vendor will not, at any time during the term, engage in any activity under this Agreement that violates applicable Trade Control Laws or causes DICE to be in violation of Trade Control Laws.

24.6 Anti-facilitation of tax evasion. The Vendor shall during the Term not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under any applicable anti-tax evasion laws or regulations applying to the Vendor and any of its affiliates.

24.7 Breach of this Section 24 shall be deemed a material breach under Section 15.1(a).

25. Confidentiality. The parties shall, both during and after the term of this Agreement, keep confidential and not disclose to any third party this Agreement, any commercial or operational negotiations, agreements or arrangements entered into between them or any information relating to the business or operations of the other save as required by law or where the information in question has entered the public domain other than in breach of this Section 25. Vendor acknowledges that aggregated, anonymous data on Tickets sold via the DICE Services does not constitute confidential information under this Section 24. Aggregated, anonymous data on Tickets sold via the DICE Services does not constitute confidential information under this Section 25.

26. No Assignment. The Vendor shall not assign, novate, charge, or make over this Agreement or any of its rights or obligations without the prior written consent of DICE.

27. Amendments. This Agreement may only be varied, modified, or amended by DICE on reasonable notice to, and with the consent of the Vendor. If any provision of the Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.

28. Third Parties. Except where expressly stated otherwise in this Agreement, nothing contained in this Agreement, whether expressed or implied, is intended to confer any rights or remedies on any person other than the parties to this Agreement.

29. Waiver. No failure or delay on the part of either party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any other or further exercise of such tight or the exercise of any other right, power or privilege.

30. Force Majeure. While either party is unable to perform any obligation under this Agreement due to fire, act of God, act of terrorism, riot, labor dispute, power or telecommunications failure or any other happening or event beyond the control of the party concerned, that party's failure to perform that obligation shall not constitute a breach or default under this Agreement.

31. Relationship. Each party will perform its obligations under this Agreement as an independent contractor. Nothing contained in this Agreement will be construed to imply a joint venture or principal or agent relationship between the parties and neither party will have any right, power, or authority to create any obligation, express or implied, on behalf of the other in connection with performance of its obligations under this Agreement.

32. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Agreement and supersedes any and all prior agreements and understandings relating to the matters provided for herein. The parties acknowledge that they have not relied on any oral or written representations made by the other party or the other party’s representatives in entering into the Agreement, including, but not limited to, any information or material provided by DICE's personnel. Each party irrevocably and unconditionally waives any right it may have to rescind the Agreement or claim damages for misrepresentation, unless such misrepresentation was made fraudulently, or breach of any warranty not contained in this Agreement or implied by operation of the law.

33. Applicable Law. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than the United States District Court for the District of Delaware or the Delaware Court of Chancery, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the District of Delaware or the Delaware Court of Chancery. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, (including its statutes of limitations and its choice of law statute, 6 Del. Code Ann. § 2708), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

34. Miscellaneous

34.1. Headings. The headings in the Agreement are inserted for convenience only do not affect the interpretation or construction of the Agreement.

34.2. Written Expressions. Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.

34.3. Construction. The words “other,” “include(s),” “including,” and “in particular” do not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

34.4. Statutory Provisions. References to any statute or statutory provision include: (i) any subordinate legislation made under it; (ii) any provision which it has modified or re-enacted (whether with or without modification); and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

34.5. Conflict between Terms. If there is any conflict between any provision contained in these Terms & Conditions and the Term Sheet, the provisions in the Term Sheet prevail.

34.6. Subject Matter. This Agreement applies to the subject matter of this Agreement to the exclusion of any other terms that the Vendor seeks to impose or incorporate between the Vendor and DICE, or which are implied by trade, custom, practice or course of dealing.