HOPTHEQUE | Agreement

Agreement

This Agreement is made in “Name of Place” on this ”Date”. Between M/S DandY IT Solutions LLP, which has its Online Portal – www.hoptheque.com , a LLP firm with a principal place of Business at 601, Diamond Tower, Ajmer Road, Jaipur 302021 hereinafter referred to as the, ‘Party of the First Part’ and Event Manager’s Company Name hereinafter referred to as the ‘Party of the Second Part’. The party of First Part is in the Business of - Providing Tickets that allow the Ticket holder or purchaser attend, access to, or participate in, events, venue and other activities, Sponsorship management and promoting the events. By signing this agreement, you agree that you have Read and Understood this Agreement, Terms of Service & the Privacy Policy, each hereby incorporated by reference, and expressly agree to, and consent to be bound by, all of the terms and conditions contained therein. For Reading Terms of Service, visit :- www.hoptheque.com/termsofservice/ & Privacy Policy, visit :- www.hoptheque.com/privacypolicy/ or the footer section of our website. The Party of second part organizes events for which the entry is given on free/paid ticket basis. Thus the party of the second part desires to get the tickets sold on the website of the Party of First Part, for ascertaining the number of participants and response for the particular show/ event in advance, and for facilitating general process of booking tickets/passes, free or paid, for all the scheduled plays/shows to happen during the Event. In simpler terms the party of second part desires to get the tickets sold via Website www.hoptheque.com Whereas both the Parties of the First Part and Second Part are Entitled to enter Into Contract with any person or persons including a company for carrying on the business authorized by their respective Memorandum of Association. Whereas both parties enter into the contract on terms mentioned below:

1. That the Party of First Part Agrees (i) to provide services like Display and List events of the second party on Hoptheque’s website, located at the following worldwideweb address: www.hoptheque.com (ii) accept and process online orders for tickets to the events/ shows of the second party (iii) provide an accounting of fees and charges for each ticket sold through the website, In case the second party desires to opt for additional services like promotions & Sponsorship Management then the First Party shall charge separate fee on mutually agreed rates (i) The Party of First Part shall Promote the event through the mutually agreed mediums and on mutually agreed rates. The Party of First Part shall provide proper accounting to the second party for the fees and charges for each promotion of the event/ shows. All Payments shall be processed through the Hoptheque payment processing gateway to sell tickets through its website on the instructions of second party. The window period for selling the tickets shall be clearly indicated by the Second Party to the First Party so that the tickets are sold in appropriate period.

2. The Price, Quantity of the Tickets, Terms and Condition of the Events/ Shows shall be Communicated to the First Party in advance to avoid any confusion or miscommunication. All instructions shall be communicated before hand and in writing by the Second Party to the First Party.

3. The First Party will charge 5% (Including Payment Gateway Charges & Processing Fee) of the total amount generated by Selling tickets on website HoptheQue. This is excluding 18% G.S.T as per Rules of Govt of India. Overall it will be 5% + 18% G.S.T = 5.9% Only. This 18% G.S.T is applicable on 5% Charge only and not the Total Amount of Ticket. The Amount will be deducted and will be invoiced to the second party. For an additional service like Sponsorship Management of the event - the charges will be 15% of the total amount generated by HoptheQue (other than 5% charged for ticketing). Additionally, if any lead for sponsorship is passed on by the organizer for conversion – 15% of the total amount would be charged or 10% of the value of the barter deal would be charged. Such additional services would only come into effect with a separate agreement between both the parties. All fees and any other dues contemplated by this agreement are payable in Indian Rupees.

4. When Event Manager Elects to use the Online Payment Gateway for the Collection of Event Registration Fees, an Internet Handling Fee Equal to 2% of the value of the Tickets is charged, as per Relevant and Applicable Government Rules and Policies. But this 2% is Charged to Customers who are Buying the Ticket and not Event Managers. Under the full service option, (i) the First Party HoptheQue will collect all event registration fees on behalf of second party from the purchaser, and deduct all applicable fees from the event registration fees & Sponsorship amount respectively passed along to the second party (ii) The first Party will make all payments to the second party after deducting the charges of the first party against the services provided to the second party bi-weekly i.e. 15 days after the ticket is purchased or Second party will be able to withdraw money from their event manager dashboard directly as per the terms mentioned in dashboard. You represent, warrant and covenant that the mailing address and/or checking account information provided to us is accurate and you will update this information as necessary to maintain its accuracy and (iii) Hoptheque will use commercially reasonable efforts to submit payment for the balance due to you within 15 business days after the ticket purchase date for the e vent to which the registration fees correspond, provided that Hoptheque reserves the right to withhold funds at any time as Hoptheque in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegation of frauds, chargebacks, expected chargeback’s and other discrepancies.

5. It shall be the responsibility of the second party to communicate events refund policy to ticket purchasers by mentioning it in the “Terms & Conditions ” section which appears while creating event. In the event of cancellation or postponing of the events, the patrons and ticket purchasers shall be refunded their entire amount of ticket and the charges for the refund shall be charged from the second party. Also the refund policy of the second party will be taken over by refund policy of the first party. The second party shall ensure that its refund policy is consistent with the terms of this Agreement, the payment and refund processes are included in the services, all applicable legal regulatory and other governmental requirements shall be considered while making refund and the same shall be acceptable to the second party. All communications or disputes regarding refunds are between second party and the patrons or the purchasers, the first party in no manner responsible for the cancelling or postponing the event, and therefore the first party stands nowhere as a party to the disputes arising due to the cancellation and postponing of the event. • Refund/Chargeback in any such case shall be through the same channel through which ticket is purchased, which in effect would be, a responsibility of Hopetheque using the same payment gateway they will be using for booking tickets and passes. The responsibility will be of Hoptheque to process Refund/Chargeback and the refund/Chargeback amount would be provided by the party of the Second Part. For this, Hoptheque will be holding 20% of total sales amount as Security Deposit till the Chargeback Period is over on Credit Card Transactions. For Domestic(Indian) Credit Cards the Chargeback Period is of 1 Month & for International Credit Cards, it is 3 Month. Hoptheque will send all the details to party of Second Part and will not keep any penny after the Period is Over. • No payment shall be made to the second party for any such event that is cancelled. If an event is cancelled, a refund shall be issued to the patrons or purchasers by the channel refund policy. If any part of the total amount of tickets/passes booked is forwarded to the Party of the Second Part by the Party of the First Part, the Party of the First Part would be Rightfully allowed to get it from the Party of the Second Part for successfully returning the refund amount to concerned patron or the ticket purchaser.

6. Upon receipt of payment from each individual ticket purchaser, the First Party shall generate a confirmation message, mail and issues a unique confirmation QR code. The Second Party shall agree unconditionally to accept,honor and fulfill all Ticketing Commitments that have been confirmed by the First Party on behalf of the Second Party and it is the Responsibility of the Second Party to Verify the Applicable Patron’s Membership status, confirmation number and/or any event restrictions prior to the subject event. In case it is observed that the second party is not honoring the ticketing commitments, the first party reserves the right, in their sole discretion, forfeit the security amount and thereby terminate the account without liability or further obligation.

7. In the event that the second party do not pay to the first party upon request any amount required to be paid under this agreement the first party shall be entitled to forfeit the entire security amount of the second party and shall recover the amounts otherwise owing, its reasonable costs of collection, including, but not limited to, collection agency fees, reasonable attorneys’ fees, and applicable court fee.

8. The Second Party shall be responsible for (and will indemnify and hold harmless First party against) all taxes or other governmental charges associated with the event or sale of tickets through the services (excepting taxes based on Hoptheque’s net income). For example, some states may charge an amusement or other tax on certain types of Events. It is the responsibility of the second party to know if any applicable laws apply to the second party and to adjust the ticket price accordingly to account for the payment of these taxes.

9. In case it is determined that any Government Tax is liable to be paid for the selling of tickets than it shall be the responsibility of the second party to reimburse the taxes paid by the first party. The first party shall have full right to deduct from the collection of sold tickets and shall pay the central Government Taxes/ Applicable State.

10. The first party reserves the right to withhold the payment of any amounts owed to the second party hereunder if the first party suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of t his Agreement or the terms of service, or (iii) Violation of any Applicable Laws or Regulations ( Foreign or Domestic). Such withholding may be temporary or permanent.

11. It shall be the responsibility of the second party to provide event restriction if any, associated with the event, to the first party before submitting the event to the first party to be listed on website. Any Event that requires a restriction for admission, including, but not limited to, age, school or organizational affiliation, or other characteristics or requirements, must be clearly stated by the second party to the first party before submission. It is the responsibility of the second party to ensure that said restriction is lawful and does not violate any federal, state, or local laws, or any applicable foreign laws, prior to submitting the event. It is the responsibility of the second party to verify that all customers can be admitted to your event.

12. The second party shall understand and agree that the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which the first party may undertake from time-to-time; or (iii) causes beyond the reasonable control or which are not reasonably foreseeable by the first party, such acts shall be considered as normal functional difficulties beyond the control of the first party and therefore the second party shall have to bear the difficulties causes due to such reasons.

13. The second party shall represent and warrant the following: (i) that the second party is a producer, promoter, presenter, or manager of the Event; (ii) The second party have the complete authority and right to offer, sell, and honor the tickets to the Event sold by the first party through their website; (iii) the Event itself and any material or content provided by the second party to the first party for use on their website is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, and do not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; and (iv) the Event and the sale of tickets to the Event does not constitute a violation of any federal, state and/or local law.

14. The first Party will charge second party for Bulk SMS service at the rate of 15 Paisa/SMS. Bulk Emails promotion will be done free of cost but data will be given by Event Manager.

15. The party of the first part agrees to provide technical and other customer support to the second party through which the second party can obtain technical assistance in dealing with any difficulties which may arise in connection with the use of website. The second party can access on line technical support at the website in timely manner, but no time limit is expressed for the respond to the inquiry by a particular time.

16. The second party shall understand and acknowledge that the first party is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively confidential information) and acknowledge that the services which the first party perform involve the furnishing of Confidential Information to the second party including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information (ii) sales (iii) market demographics (iv) pricing and (v) business strategy, and that the goodwill and competitive position of the first party depend, in part, upon the second party shall keep such Confidential Information Confidential. The second party agrees to protect Confidential Information of the first party and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of the first party, the second party agrees not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by the first party. If the second party required disclosing Confidential Information of the first party pursuant to legal proceedings, the second party shall promptly notify the first party in writing so that the second party shall prepare a response to said legal proceedings and the second party shall cooperate with efforts of the first party to obtain a suitable protective order.

17. In the Event of termination of this Agreement the provisions relating to Confidentiality, Intellectual Property Rights and Indemnity shall continue to be valid.

18. The first party agrees to use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns, which state that tickets to the Event shall be available for sale at the Hoptheque website.

19. Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon seven (7) calendar days notice to the other. If the second party terminate this Agreement after submission of the event to the first party than in that case the event shall be cancelled as provided in this Agreement.

20. The second party provides a limited, worldwide, royalty-free license to reproduce and use its company or organizational name, logos and trademarks (and to authorize the service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including print and Internet), whether now or hereafter existing, for the purpose of referring second party as customer and/or describing the services of the first party to the second party.

21. Any disputes arising out of any transactions herein above shall be subject to exclusive jurisdiction of courts in Jaipur only.

22. The discounts offered if any, to the sponsors, Privilege customers, bulk buyers etc shall be borne by the second party only and the first party shall not bear any discount/ concessions.

23. The second Party shall provide specific layout, seating layout etc to the first party at the time of listing the event on website.

24. The second party through their public relations representatives will provide media Plug-ins that highlights the association and services of first party for the event.

25. The second party will offer branding to the first party as their official ticketing & sponsorship management partner in all advertisements including Print, Radio, Television and Hoardings.

26. The First Party’s URL & Logo will be carried in all posters that will be placed across various Promoting Outlets.

27. Both Party’s shall be permitted to display the name and / or trademark of the other Party solely on advertisements, promotional material or collaterals relating to the Event issued by or on its behalf by the Party and for no other purpose.

28. Nothing herein shall constitute an agreement to transfer or license any Intellectual Property Rights of either Party to the other Party, except the limited right to use the Intellectual Property Right for the consummation of the transaction contemplated under this Agreement. Neither Party shall use the Intellectual Property of the other Party other than in accordance with the below mentioned, without the prior written consent of the other Party.

29. Each Party agrees that it shall not do or commit any acts of commission or omission, Which would impair and/or adversely affect the other Party’s rights, ownership and title in its Intellectual Property or the reputation / goodwill attached to Intellectual Property.

30. That during the Term of this Agreement and even after termination/ expiry of this Agreement for any reason whatsoever at all times each Parties shall indemnify and hold the other Party together with its officers, directors and employees harmless against any claims or actions made by any third party and/or any loss/damage, expense, judgment, lien, suit, cause of action, demand or liability, which may be caused to such Party as a result of failure on the part of the indemnifying Party to carry out any obligation arising out of or in relation to this Agreement and/or breach of the terms of this Agreement. Each Party further undertakes to indemnify the other Party against all claims, liabilities, expenses, costs, loss or damage of whatsoever nature (including reasonable external attorney fees) brought against, suffered or incurred, including without prejudice to the generality of the foregoing:- Any act, omission, fraud and negligence or default whatsoever, of any officer, director, employee and/or agent. Any infringement, misuse, unauthorized use of any Intellectual Property Rights of any third party; any infringement, misuse, unauthorized use of any Intellectual Property Rights of such Party;

31. Either Party shall not be responsible for any act of commission or omission of the other Party or their deputed personnel amounting to an offence under any penal statue. The sole responsibility in such a case shall be that of the indemnifying Party and the other Party shall not be deemed to be involved in such act in any manner whatsoever, including knowledge thereof or connivance thereof.

32. Each Party hereby undertakes and agrees to indemnify and hold harmless the other Party, its officers, directors, officers, employees and/or representatives from and against all Losses arising out of any breach of its representations and warranties made to such other Party under this Agreement.

FORCE MAJEURE
33. If the performance of any part of this Agreement by either party, or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reasons beyond the reasonable control of the party liable to perform (and unless conclusive evidence to the contrary is provided) the party so affected shall, on giving written notice to the other Party, immediately be excused from such performance, provided that the affected party shall use its reasonable best efforts to avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever such causes are removed. In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution (including but not limited to curtailing the length of the Event, rescheduling the Event and Hoptheque’s corresponding Services) to the situation created by the event of Force Majeure and only then can this Agreement be terminated and the sole decision of the second party in this regard shall be final and binding upon the first party.

34. It is hereby agreed that this Agreement is executed on Principal to Principal basis and First Party shall not pledge the credit of the second party in any way or make any representations or give any warranties to any third party which may require the second party to undertake or be liable, whether directly or indirectly, for any obligation and/or responsibility to any third party or enter into contracts on behalf of second party. It is expressly agreed between the Parties that First Party is not the agent of second party for the Event or otherwise.

35. The First Party agrees and undertakes that it shall return to the second party on the Expiry or Termination of this Agreement all Confidential Information, that shall be shared between the Parties for the purpose of this Agreement within a period of 14 (fourteen) days from the date of such termination/expiration of this Agreement without any contestation or demur.

36. This Agreement and any benefits accruing there under are further assignable by the second party. The first party shall not have the right or ability to assign, transfer, or sub-contract any rights and/or obligations under this Agreement without the prior written consent of the second party.

37. Each of the provisions in this Agreement are severable and distinct from the others and if at any time one or more such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

38. The failure of any Party hereto at any time to require performance by the other Party of Any obligation/ provision of this Agreement shall not affect the right of such Party to require performance of that obligation/ provision, and a waiver by any Party of any breach of any provision of this Agreement shall not be construed as a waiver of any Continuing or succeeding breach of such provisions, or waiver of the provision itself or a waiver of any right(s) hereunder. A provision or a right under this Agreement may not be waived, except in writing signed by the Party granting the waiver or may not be varied except in writing signed by all the Parties to this Agreement.

39. This Agreement represents the entire agreement along with all its Annexures between the Parties hereto in the subject matter thereof and supersedes and cancels all the prior agreements, arrangements or understandings whether written or oral amongst the Parties.

40. Nothing contained herein shall be amended by the Parties hereto except by Mutual agreement in writing.

Signed and delivered for and on behalf of Party of First Part i.e. DandY IT Solutions LLP (1st Party)

Signed and delivered for and on behalf of Party of Second Part (2nd Party)

Witness

1. _____________________________________
2. _____________________________________