These Terms of Service (“Terms”) governs the contractual relationship between:

– Easy-Ware Corporation, a company governed by the laws of the state of Illinois, USA having its registered office located at 2052 N Lincoln Part West, Suite 614, Chicago, Illinois, 60614, USA (hereinafter referred to as “Easy-Ware”);

and

– each Customer (as defined below under Section 3.1), Ticket Purchaser (as defined below under section 3.2) licensee, visitor, entity or user (collectively “you” or “your”) (i) accessing the online ticketing page hosted by Easy-Ware via its platform www.easy-ware-ticketing.com (hereinafter referred to as “Platform”), and/or (ii) using the Services (as defined under section 3.1 below).

You and Easy-Ware shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.

Please read these Terms carefully before using the Platform and Services. Your access to the Platform and use of the Services (defined below) is conditioned upon your acceptance of and compliance with these Terms.

1. Acceptance of Terms

By accessing the Platform and using the Services (defined below), you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing the Platform.

Your continued use of the Platform and/or Services (defined below) shall be deemed to constitute your acceptance of these Terms.

2. Modification of Terms

Easy-Ware reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. Your continued access to the Platform and use of the services (defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.

3. The Services

3.1 Easy-Ware provides each non-profit and for-profit entity/organization, (“Customer(s)”) with a Web-based online ticketing solution (online ticketing page) hosted by Easy-Ware’s Platform and configured/branded by Easy-Ware (to replicate the look and feel of Customer’s website or platform) in order for Customer to advertise, promote and sell tickets for/to events including but not limited to movies, plays, concerts, and live performances (collectively “Event(s)”). Those hosting, configuration and branding services provided by Easy-Ware to each Customer through Easy-Ware’s Platform shall be hereinafter referred to as the “Services”.

3.2 As part of the Services, Easy-Ware enables Customer to:

i. sell seats for Events, whereby Customer’s client or ticket purchaser (“Ticket Purchaser(s)”) can select the Ticket Purchaser’s preferred seat(s) from an online seating chart for an Event;

ii. sell general admission tickets for an Event;

iii. select and create an unlimited number of ticket types, ticket fees and price discounts for tickets;

iv. insert and store the Event details and Event schedule, using Easy-Ware’s Platform which hosts Customer’s online ticketing page (as configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform), for an unlimited number of Events;

v. collect sales tax from ticket sales;

vi. collect data (including name, address, cell phone number and email address) from the Ticket Purchasers;

vii. collect an optional donation from the Ticket Purchasers, when the Ticket Purchaser purchases an online ticket from Customer;

viii. provide the Ticket Purchaser with the option of either purchasing an online ticket for an Event (a) as a guest buyer, or (b) by registering and creating a user account on Customer’s online ticketing page which is hosted by the Platform and configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform;

ix. provide Customer with the option of asking marketing questions when the Ticket Purchaser buys a ticket from Customer on Customer’s online ticketing page which is hosted by Easy-Ware’s Platform and configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform;

x. build custom success/failure pages and email confirmation messages; and

xi. decide whether tickets are (a) made available for sale online, or (b) withdrawn from sale.

3.3 The Services will be delivered to Customer by Easy-Ware via a custom URL link(s) to the Platform, which Customer shall then incorporate into Customer’s website or platform.

3.4 Availability, Downtime and Maintenance of the Platform. The Parties acknowledge that since the Internet is neither owned nor controlled by either Party, Easy-Ware makes no guarantees that Customer or Ticket Purchasers will be able to access the Platform including the Services at any given time. Easy-Ware shall not be liable to Customer and/or Ticket Purchasers for failure of accessibility to the Services or for any potential or actual losses that Customer may suffer from Customer’s inability to access or use the Services or from the Ticket Purchasers’ inability to access any website that is supported or hosted by Easy-Ware. Customer agrees that Easy-Ware shall not be responsible in any way for any malfunction or downtime in the Platform and Services derived therefrom and for any damage, injury or lost profits that may arise from such malfunction or downtime. Easy-Ware makes no guarantee that the Services purchased by Customer will operate seamlessly and without error with hardware, software or other services (including third party products) that Customer currently uses. From time to time, and as may be necessary to maintain the Platform, Services and Easy-Ware’s hardware, Easy-Ware reserves the right to take its system, servers, and other hardware offline for repairs, upgrades or routine maintenance. Customer agrees and understands that Easy-Ware’s Platform and Services may be dependent on third party services that Easy-Ware cannot control. Customer expressly agrees that the availability of those third-party services may impact Customer’s Services and therefore Customer does/shall not hold Easy-Ware liable for any actions of any third party that may adversely impact Customer’s use of the Services.

3.5 Monitoring of the Platform. You acknowledge and agree that Easy-Ware may:

i. monitor, review or otherwise control any Customer activity, content or material on the Platform to verify your compliance with these Terms and may take any action Easy-Ware deems appropriate in order to ensure/maintain such compliance;

ii. prevent or restrict your access to the Platform and Services;

iii. report any Customer activity, which Easy-Ware suspects to be in violation of any applicable law, statute or regulation, to the appropriate authorities, and may co-operate with such authorities; and/or

iv. request any additional information from you in connection with your use of the Platform and Services.

3.6 You acknowledge that Easy-Ware may add, change, suspend, remove or discontinue any part or all of the Services, in its sole discretion at any time, without notice and for any or no reason.

3.7 You acknowledge and agree to execute any and all agreements necessary to give effect to your use of the Platform and Services.

4. Customer’s Acknowledgements, Rights and Obligations when accessing the Platform and using the Services

4.1 Customer acknowledges that (i) any and all ticket sales for Events shall be processed via Customer’s third party merchant account, and (ii) all income derived from Customer’s ticket sales and from the use of the Platform including the Services, shall be credited solely to Customer’s bank account. As such, Easy-Ware shall have no responsibility or liability for (i) the processing of any and all payments made by Ticket Purchasers to Customer via Customer’s third party payment processor, or (ii) any and all income generated by Customer through the use of the Platform including the Services.

4.2 In providing the Services, Easy-Ware acts as an independent service provider (contractor) and as such Easy-Ware accepts no responsibility or liability, of any kind whatsoever, in respect of any loss, damages and/or injury which may be incurred or suffered by the Ticket Purchasers as a result of or arising, whether directly or indirectly, from any Event and Customer hereby irrevocably and unconditionally indemnifies Easy-Ware and agrees to hold Easy-Ware harmless against any such loss, damage or injury and any claim which may be made against Easy-Ware by any Ticket Purchaser and/or other third parties, arising directly or indirectly out of the provision of the Services to Customer by Easy-Ware.

4.3 Customer shall comply with all applicable laws, rules and regulations, and shall obtain all licenses, permits and approvals required in relation to the (i) sale and supply of tickets to Events sold by Customer to Ticket Purchasers on Customer’s online ticketing page (which is hosted by Easy-Ware’s Platform and configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform); and (ii) the promotion, advertising, marketing and sale of tickets on such Customer’s online ticketing page.

4.4 Where applicable, Customer shall:

i. when creating an Event, on the online ticketing page (which is hosted by Easy-Ware’s Platform and configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform), provide accurate, current and complete information about all present, and future Events;

ii. allow Easy-Ware to use Customer’s copyrights, trademarks, service marks, trade names, logos, and other intellectual and proprietary rights for the purposes of providing the Services; and

iii. refrain from engaging in any conduct that would harm, damage, destroy, or otherwise negatively affect (a) Easy-Ware’s relationship with its other customers, and (b) the Ticket Purchasers who purchase tickets for/to Events.

4.5 Customer shall be solely responsible for (i) hosting Customer’s website or platform, and (ii) any associated costs involved/associated with operating and maintaining Customer’s website or platform. Customer agrees to provide Easy-Ware with thirty (30) calendar days written notice of any changes (including but not limited to changes in fonts, CSS (for example: style sheets/choices, color schemes, and border styles), and information) being made by Customer to Customer’s website or platform, prior to such changes being implemented.

4.6 Customer acknowledges and understands that when using the Services, Customer shall be responsible for (i) accurately maintaining the number of seats available for sale on Customer’s online ticketing page which is hosted by Easy-Ware’s Platform; (ii) creating the seating charts, pursuant to which seats are allocated/assigned to the Ticket Purchasers for an Event; (iii) creating the Event details, including but not limited to ticket prices, ticket types, discounts, additional fees, descriptions, images, marketing questionnaires and restrictions associated with such Event; (iv) providing Easy-Ware with complete, current, and accurate email addresses for the email notification service; and (v) providing Easy-Ware with the relevant information that is required to complete Customer’s custom (1) success page, (2) failure page, and (3) email confirmation page.

4.7 Customer shall be solely responsible for Customer’s interactions with Ticket Purchasers, including without limitation for all provisions of services by Customer to such Ticket Purchasers (i) on/through the Platform which hosts Customer’s online ticketing page (as configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform), and (ii) at Events.

4.8 Customer represents and warrants that Customer shall: (i) conduct business in a manner that reflects favorably on Easy-Ware and Easy-Ware’s good name, goodwill and reputation; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Easy-Ware or to the public; (iii) not make any false or misleading representations about Easy-Ware, the Platform and/or Services; and (iv) not represent that Customer is acting as an agent of or otherwise on behalf of Easy-Ware.

5. Intermediary Fees & Taxes

5.1 Intermediary Fees.

5.1.1 As a facilitating entity which is only a third party to any ticket sale/purchase transaction(s) made on the Platform (which hosts Customer’s online ticketing page) between Customer and Ticket Purchasers, Easy-Ware shall collect from Customer on a monthly or bi-monthly basis:

i. a per ticket fee (as provided under the applicable agreement executed by Easy-Ware and Customer for access to the Platform and use of the Services) based on the ticket price and multiplied by the total number of tickets purchased/sold by Customer; and

ii. a pre-determined percentage (as provided under the applicable agreement executed by Easy-Ware and Customer in order for Customer to access the Platform and use the Services) of the total sum of all donations received by Customer in a given month

(collectively the “Intermediary Fee(s)”).

5.1.2 The Intermediary Fees shall be collected by Easy-Ware directly and automatically from the Customer’s credit card. As such, Customer authorizes Easy-Ware to charge all Intermediary Fees to such Customer’s credit card on a recurring monthly basis until cancellation of the Services and/or until termination/suspension of these Terms in accordance with Section 16 (Suspension & Termination) of these Terms.

5.1.3 Customer acknowledges and agrees that Customer shall be responsible for providing Easy-Ware with true, current, complete and accurate billing and contact information and for notifying Easy-Ware of any changes to such information.

5.2 Taxes.

5.2.1 Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, any applicable law or regulation, any contract or otherwise.

5.2.2 You shall be responsible for the payment of all Taxes associated with your use of the Services and access to the Platform which hosts Customer’s online ticketing page (as configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform). You shall not deduct from the Intermediary Fee owed to Easy-Ware, any Taxes, except as required by applicable law.

6. Acceptable Use of the Platform and Services

6.1 You may not use the Platform or the Services to transmit, distribute, store or destroy any material or information

6.1.2 in a manner that infringes upon Easy-Ware’s Intellectual Property Rights (as defined below) or upon any third-party’s intellectual property rights;

6.1.3 in a manner that violates the privacy or other personal rights of third parties;

6.1.4 that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful; and/or

6.1.5 in order to upload, post, email, transmit, or otherwise make available any content that:

i. is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and

ii. incites, encourages or threatens immediate physical harm against another including, but not limited to, Customer’s Content (defined below) which (1) promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (2) contains material that exploits anyone in a sexual or violent manner.

6.2 When accessing the Platform or using the Services, you shall be prohibited from:

i. using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Platform or the Services;

ii. taking any action that imposes an unreasonable or disproportionately large data load on the Platform ’s infrastructure;

iii. copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Platform or the Services without Easy-Ware’s prior written consent

iv. accessing, tampering with, or use non-public areas of the Platform, of Easy-Ware’s computer systems and/or of its third-party providers’ technical delivery systems;

v. probing, scanning, or testing the vulnerability of any of Easy-Ware’s system or network or breach or circumvent any of Easy-Ware’s security or authentication measures;

vi. accessing, searching or attempting to access or search the Platform or the Services by any means other than through Easy-Ware’s currently available, published interfaces that are provided by Easy-Ware, unless you have been specifically allowed to do so in a separate agreement with Easy-Ware;

vii. reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Platform or the Services, or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

viii. attempting to access any area of the Platform or the Services to which access is not authorized;

ix. attempting to access any area of the Platform or the Services to which access is not authorized;

x. conducting any systematic or automated data collection activities on or in relation to the Platform or the Services, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Easy-Ware’s prior written consent;

xi. using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Platform or the Services;

xii. using the Platform or the Services to transmit or send unsolicited commercial and marketing communications for any purpose, without Easy-Ware’s prior written consent;

xiii. uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;

xiv. disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming the Platform or the Services;

xv. uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;

xvi. intentionally or unintentionally violating any local, state, federal, national or international law, and any regulations having the force of law;

xvii. impersonating any other person or entity, sell provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;

xviii. license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Platform or the Services available to any third party;

xix. use the Platform or the Services to conduct fraudulent activities and/or

xx. collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

7. Customer’s Content

7.1 Customer acknowledges that Customer shall be solely responsible for all data, materials, images, text, and content Customer provides through the Platform or via the Services (the “Customer’s Content”). Customer represents and warrants that Customer’s Content is and will be accurate and current, and that provision and/or use of Customer’s Content hereunder does not and will not violate or infringe on the intellectual property, privacy or publicity rights of any third party, and that all placements of Customer’s Content is approved by Customer for Easy-Ware’s use. Customer shall have exclusive control over the Content which relates to an Event, including but not limited to any pictures, venues, and programs.

7.2 Easy-Ware reserves the right to block or remove Customer’s Content that Easy-Ware determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Easy-Ware’s Intellectual Property Rights (defined below) or of any third-party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to Easy-Ware in its sole and exclusive discretion. Easy-Ware acknowledges that, by providing you with the ability to share, view and distribute user-generated content on the Platform, Easy-Ware is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any of your contents, activities or transactions on the Platform.

8. Representations & Warranties

8.1 You hereby represent and warrant to Easy-Ware that your access to the Platform and Services will:

i. be in accordance with these Terms;

ii. comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);

iii. not be for any unlawful purposes;

iv. not entail, imply or give rise to the publication of any illegal content;

v. not further any illegal activities;

vi. not infringe upon or misappropriate any of Easy-Ware’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;

vii. will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and

viii. not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.

8.2 You also represent and warrant that if you are accessing the Platform on behalf of an organization/company, you (i) agree to be bound by the terms and conditions of that organization/company; (ii) have the authority to bind the organization/company to these Terms; and (iii) are not barred from contracting with Easy-Ware under any applicable laws.

9. Disclaimer of Warranties

9.1 Unless otherwise provided under these Terms, the Platform and Services shall be provided by Easy-Ware to you “as is,” and “as available” with all faults, defects, bugs, and errors.

9.2 EASY-WARE HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE PLATFORM INCLUDING THE SERVICES; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO CUSTOMER’S CONTENT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.

9.3 EASY-WARE AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (I) THE INFORMATION CONTAINED ON THE PLATFORM INCLUDING THE SERVICES, AND (II) RELATED GRAPHICS PUBLISHED ON THE PLATFORM FOR ANY PURPOSE. EASY-WARE AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

9.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE PLATFORM COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES

9.5 NEITHER EASY-WARE NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

9.6 EASY-WARE MAKES NO WARRANTY (I) THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE PLATFORM AND /OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE PLATFORM AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE PLATFORM ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

9.7 EASY-WARE DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS WILL BE OBTAINED BY YOU AS A RESULT OF USING THE PLATFORM AND SERVICES. AS SUCH, EASY-WARE WILL NOT BE LIABLE FOR (I) ANY FAILURE BY YOU, OR (II) ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY YOU, AS REGARDS TO YOUR USE OR INABILITY TO USE THE PLATFORM AND SERVICES.

10. Compliance with Laws

In connection with your obligations under these Terms, you agree to comply with all federal, state, local and foreign laws, constitutions, codes, statutes and ordinances of any governmental authority that may be applicable to your business activities under these Terms and/or the advertising, marketing, promotion and sale of tickets via the Platform and Services. You agree to take all such further acts and execute all documents as Easy-Ware may reasonably request in connection with such compliance.

11. Use of Customer’s Trademarks

11.1 “Customer’s Trademarks” shall include Customers’ trademarks, trade names, service marks and logos.

11.2 Customer hereby agrees to Easy-Ware using Customer’s Trademarks for the purposes of performing the Services.

12. Intellectual Property

12.1 The Platform and Services derived therefrom, including but not limited to Customer’s online ticketing page, which constitutes an integral part of Easy-Ware’s proprietary Platform, and any associated materials, copyrighted works, databases, text, algorithms, graphics, icons, designs, logos, graphics, codes, agreements, documentation, information, hardware, websites, passwords, components and tools (“Easy-Ware’s Materials”) shall be the sole and exclusive property of Easy-Ware and/or of its vendors/licensors (if any), and Easy-Ware and/or its vendors/licensors (if any) shall retain sole ownership of all right, title and interest in Easy-Ware’s Materials, as well as any derivative works thereof.

12.2 Any and all intellectual property rights in Easy-Ware’s Materials, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in Easy-Ware’s Materials, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Easy-Ware’s Intellectual Property Right(s)”), vests solely and exclusively in Easy-Ware and/or in its vendors/licensors (if any), as the case may be. Save as expressly set out herein, you shall not acquire any right, title or interest in Easy-Ware’s Intellectual Property Rights.

12.3 Customer shall be the sole and exclusive owner of all Customer’s intellectual property rights in Customer’s Content (“Customer’s Intellectual Property Rights”) which Customer makes available on the Platform which hosts Customer’s online ticketing page which is configured/branded by Easy-Ware to replicate the look and feel of Customer’s website or platform. Customer expressly consents to Easy-Ware using Customer’s Intellectual Property Rights only and solely for the purposes stated and/or authorized under these Terms. Customer hereby grants Easy-Ware the non-exclusive right to use Customer’s Intellectual Property Rights, free of charge, to the extent necessary for Easy-Ware to (i) exercise Easy-Ware’s rights under these Terms, and (ii) perform Easy-Ware’s obligations under these Terms.

13. Indemnification

13.1 You agree to indemnify and hold harmless Easy-Ware from any liability, demand, damages, cost, or expense arising from any third-party claim, relating to: (i) your violation of these Terms; (ii) your use or misuse of the Platform and Services; (iii) your infringement of Easy-Ware’s Intellectual Property Rights; (iv) any loss or damage caused by your use or misuse of the Platform and Services; and/or (v) Customer’s Content. Easy-Ware shall indemnify and hold you harmless from and against any third party claim arising from Easy-Ware’s Negligence. “Negligence” shall mean gross negligence or intentional misconduct.

13.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

14. Limitation of Liability

14.1 EASY-WARE, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL UNDER NO CIRCUMSTANCES BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO AND USE OF THE PLATFORM AND/OR SERVICES, EVEN IF EASY-WARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 WHILE EASY-WARE TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO PLATFORM OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, EASY-WARE AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE PLATFORM.

14.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, EASY-WARE’S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY REASON WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO THE TOTAL FEES PAID BY YOU TO EASY-WARE IN THE PREVIOUS MONTH LEADING UP TO THE CLAIM.

15. Protection of Personal Information

Easy-Ware’s Privacy Policy is available here and governs the use, storage and processing of the personal information you may provide to Easy-Ware through your access to and use of the Platform and/or Services. Your election to use the Platform including the Services shall be deemed to constitute your acceptance of the terms of Easy-Ware’s Privacy Policy.

16. Suspension & Termination

16.1 Easy-Ware may suspend or temporarily disable access to all or part of the Platform and/or Services if (i) Easy-Ware suspects you of partaking in any illegal activity; (ii) Easy-Ware reasonably believes that you have violated these Terms; or (iii) any law enforcement agencies/authorities or other government agencies have requested Easy-Ware to suspend or temporarily disable your access to the Platform and/or Services.

16.2 If Easy-Ware breaches any of its obligations under these Terms, you may terminate these Terms by providing Easy-Ware with thirty (30) calendar days prior written notice. Upon your termination of these Terms, Easy-Ware shall (i) block your access and use to the Platform (including the Services), and (ii) prevent you from concluding any further ticket purchase/sale transactions with Ticket purchasers on the Platform.

17. Dispute Resolution

If any dispute or difference shall arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to this Agreement, then (without prejudice to any other express or implied rights or powers) the dispute or difference (“Dispute“) shall be determined as follows:

i. A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless the Party has complied with this Section.

ii. A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute.

iii. In the event of a Dispute, difference or claim between the Parties hereto, arising out of the use of the Platform and/or Services; or in any way relating to these Terms, the Parties shall first endeavor to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to the American Arbitration Association’s International Centre for Dispute Resolution in Chicago, Illinois, USA (also called Chicago Regional Office of the AAA-ICDR).

iv.  The Parties agree that the decision of the arbitrator shall be final and binding upon the Parties.

18. Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of the State of Illinois (USA) and the Parties hereby irrevocably submit to the exclusive jurisdiction of the American Arbitration Association’s International Centre for Dispute Resolution in Chicago, Illinois, USA (also called Chicago Regional Office of the AAA-ICDR), to the exclusion of the courts of Chicago, Illinois (USA).

19. General Provisions

19.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and therefore nothing herein is intended to restrict you from accessing or using any other third-party’s platform and services, even if such platform and services are similar to the Platform and Services provided by Easy-Ware.

19.2 Independent Contractor. The Parties agree that Easy-Ware is an independent contractor and that neither Easy-Ware nor Easy-Ware’s employees or contractors are or shall be deemed to be your employees or contractors. These Terms shall not be construed as creating any joint venture or agency between the Parties. Neither Party shall be deemed to be an agent, employee or representative of the other Party. Neither Party shall have the authority to bind the other Party. The provisions of this Section are not intended to destroy or diminish, in any way, the right, licenses and privileges granted to you by Easy-Ware under these Terms.

19.3 Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.

19.4 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.

19.5 No Assignment. you shall not assign or otherwise transfer your rights under these Terms, without the prior written consent of Easy-Ware. Any attempt to make such an assignment without Easy-Ware’s consent shall be void. Easy-Ware’s consent shall however not be unreasonably withheld.

These Terms shall be binding upon Easy-Ware, its affiliates, or any corporation or other entity to which Easy-Ware may (i) transfer all or substantially all its assets and business, and (ii) assign its rights and obligations under these Terms. In such case, references to “Easy-Ware” under these Terms shall mean such affiliate, corporation or other entity in its capacity as transferee/assignee.

19.6 No Agency. Neither Party shall, for any purpose, be deemed to be an agent of the other Party and the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

19.7 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or by e-mail to cfrankel@easy-ware.com.

19.8 Entire Agreement. These Terms and any supplementary agreement executed by the Parties in respect of the provision of the Platform and Services (if any) represent the entire agreement between the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.

20. Contact Information

Should you have any questions concerning these Terms and/or any issues or concerns about the Platform and/or Services, you may contact Easy-Ware at cfrankel@easy-ware.com.

Effective Date: March 7th, 2021