The PRQX Platform synchronizes your Listing metadata to Marketplaces, as configured by you. PRQX shall provide assistance to respond to questions, troubleshoot and resolve synchronization issues, and otherwise support smooth and timely synchronization.

You shall be solely responsible for managing your ticket inventory, including determining how inventory is split or merged, and for ensuring that all inventory is accurately configured, priced, and tagged for broadcast to Marketplaces. You shall further be responsible for the accuracy and
completeness of your Listing metadata, including creating, updating, and removing inventory records before and during synchronization.

The AO Services shall not include any obligation to review, monitor, or police mirrored or speculative Listings. Your obligations with respect to such Listings are outlined in Section 17.3.

The PRQX Platform enables the manual or automated pricing of inventory, as configured by you. PRQX shall assist in connection with pricing-related training and the troubleshooting of pricing issues to mitigate delays or complications affecting inventory Distribution.

You shall be solely responsible for configuring all settings, rules, floors, ceilings and other parameters necessary to price your inventory in accordance with your internal business requirements, and for the accuracy of all resulting list prices, whether entered manually or generated by any automated pricing tool. You shall review and monitor the output of any
pricing tool you configure and shall promptly correct any pricing error you identify. You shall bear all losses arising from any pricing error, including any inventory listed or sold below its intended price, and shall remain obligated to fulfill, and to pay the AO Services Fee on, any Order generated by such a Listing. PRQX shall have no liability for any list price, pricing outcome, or lost revenue resulting from your configuration or use of any pricing tool.

For clarity, the AO Services do not include any obligation to perform pricing activities on your behalf or to make any decisions regarding the configuration or operation of any pricing tools. PRQX may, however, offer such services under a separate arrangement and at an additional cost
outside the scope of these Terms.

The PRQX Platform Processes and monitors Orders for those Marketplaces with which the PRQX Platform is integrated, as identified in the PRQX Assisted Operations Agreement or as PRQX otherwise notifies you from time to time (each, a “Supported Marketplace”), in each case as
configured by you. PRQX shall assist in troubleshooting transfers, retransfers, or other Fulfillment-related issues to mitigate delays or complications. For each Supported Marketplace, the PRQX Platform applies the settings and parameters you configure to accept or
reject Marketplace Orders and hold requests, and to process the Fulfillment of confirmed and invoiced Marketplace Orders, in each case automatically and without the exercise of any discretion by PRQX. Other than under an Agreed Manual Operation Service, PRQX does not
review, triage, or make any decision regarding any individual Order, unless specifically requested, which does not constitute ownership to PRQX.

You shall be solely responsible for configuring all settings, rules and other parameters necessary for PRQX Platform to Process and fulfill Orders in accordance with your business requirements, and, except to the extent PRQX has expressly agreed to perform an Agreed Manual Operation
Service for Marketplaces that are not Supported Marketplaces, shall be ultimately responsible for confirming and fulfilling all Marketplace Orders, whether processed automatically or manually. You shall review and monitor Order and Fulfillment activity and shall promptly correct
any error you identify, including any failed, incomplete, or misdirected transfer. You shall bear all losses arising from any Order processing or Fulfillment error or failure, including any Marketplace penalty, chargeback, or seller-rating consequence, and, except as expressly provided in the Billing & Payment Terms of the PRQX Assisted Operations Agreement, shall
remain obligated to pay the AO Services Fee on any such Order. PRQX shall have no liability for any Order acceptance, rejection, Fulfillment outcome, or lost revenue resulting from your configuration or use of the AO Services.

Except as expressly agreed by the Parties in writing, the AO Services do not include any obligation for PRQX to decide whether to accept, reject, or fulfill any Order, or to deliver or transfer tickets on your behalf, including for any Marketplace that is not a Supported Marketplace. PRQX may agree in writing to perform manual operations for one or more specified primary ticketing systems or Marketplaces (each, an “Agreed Manual Operation
Service”), as identified in the PRQX Assisted Operations Agreement or in a schedule, addendum, or other writing signed by both Parties. PRQX shall perform each Agreed Manual Operation Service using commercially reasonable efforts and in accordance with your instructions and
account credentials. No Agreed Manual Operation Service shall (i) extend to any system, Marketplace, event, or Order type not expressly identified in that writing, (ii) relieve you of your obligations under this Section 1.4, or (iii) constitute a guarantee that any manual operation will resolve or fulfill the Order. PRQX may modify or discontinue any Agreed Manual Operation
Service upon thirty (30) days’ written notice.

The PRQX Platform processes and monitors purchases, as configured by you. PRQX shall provide assistance in troubleshooting purchase-order creation, training, ticket capturing, and other purchase-related issues to mitigate delays or complications.

You shall be solely responsible for making all purchasing decisions, including determining which events and inventory to purchase. You shall further be responsible for selecting, obtaining, and maintaining all required accounts and profiles necessary to complete purchases, which may
constitute an additional cost outside the scope of the AO Services.

You shall also be solely responsible for configuring all settings, rules, and other parameters required for PRQX systems to process and acquire inventory in accordance with your business requirements, and for the accuracy of all resulting purchase orders, whether created manually
or generated automatically. You shall review and monitor purchasing activity and shall promptly correct any error you identify, including any duplicate, unintended, or mispriced purchase. You shall bear all losses arising from any purchasing error or failed purchase, including the cost of
any inventory acquired, any Marketplace or primary seller penalty, and any account suspension or credential revocation. PRQX shall have no liability for any purchase, purchasing outcome, cost of acquired inventory, or lost opportunity resulting from your purchasing decisions or your
configuration or use of the AO Services.

For clarity, the AO Services do not include any obligation for PRQX to decide which events or inventory to purchase, to fund any purchase, or to obtain or maintain any account, profile, or credential required to complete a purchase. PRQX may offer such services under a separate
arrangement and at an additional cost outside the scope of these Terms.

The AO Services shall include commercially reasonable efforts to migrate all available sales, purchase, and ticket-related metadata from other platforms, including the migration of information from concentrated sources of inventory environments into PRQX systems, for
historical and operational purposes.

You shall be solely responsible for selecting your preferred point-of-sale system and for providing PRQX with the access, credentials, and permissions necessary to facilitate the migration of data from any prior system into PRQX. You shall further be responsible for establishing all other Marketplace seller accounts and for providing PRQX with all information necessary to enable automated interactions with those Marketplaces, including but not limited to business information, EIN, office email addresses, office phone numbers and employee details.

The AO Services shall provide you, and all your authorized employees, with access to PRQX’s proprietary software platforms, tools and related technological resources. Such access shall be granted solely for the purpose of enabling you to perform your day-to-day operational duties,
including but not limited to managing Listings, inventory, Fulfillment settings, purchase configurations and other operational functions supported by PRQX technology. Access shall also be provided to allow PRQX to perform the Assisted Operations services described in these
Terms, which may include automated and human-assisted processes, data synchronization, issue handling, and other operational support tasks carried out on your behalf.

The AO Services support the PRQX Platform only. You may use any third-party software, point-of-sale system, pricing tool, or other application you choose, but no such tool forms part of the PRQX Platform or the AO Services. Neither PRQX nor the AO Services has any obligation to use,
access, configure, integrate with, monitor, train on, troubleshoot, or otherwise support any third-party tool, and PRQX shall have no liability for any third-party tool or for any loss, error, delay, or outcome arising from your use of one. Any assistance PRQX may voluntarily provide in
connection with a third-party tool is provided as an accommodation only, does not create an obligation to provide it again, and is subject to Sections 10 and 12. This paragraph does not limit (i) PRQX’s migration obligations under Section 1.6, or (ii) the Marketplace and primary ticketing
system integrations that PRQX expressly supports as part of the AO Services

The AO Services shall provision and maintain trained, qualified, and dedicated remote personnel to perform the active management, monitoring, and execution of the AO Services. Such personnel shall operate in accordance with the standards, procedures, and service obligations set forth in these Terms, and shall perform all duties necessary to support the delivery of Assisted Operations services in a commercially reasonable and professional manner.

You shall be solely and exclusively responsible for all business decisions and for the overall operation and management of your business, including, without limitation, the payment of bills, the processing of walk-in, phone, and retail web-order sales, the performance of all accounting functions, the administration and maintenance of your office operations, and the purchasing, pricing, maintenance, and organization of your inventory. The AO Services shall not include any obligation to participate in, advise on, or otherwise make any business or operational decisions on your behalf.

The AO Services are a paid service. The fee payable for the AO Services (the “AO Services Fee”) and the related billing and payment terms, including the billing cycle and payment due date, are stated in the PRQX Assisted Operations Agreement. If no AO Services Fee is stated in the PRQX Assisted Operations Agreement, PRQX’s then-current standard AO Services Fee applies. PRQX may change the AO Services Fee upon thirty (30) days’ prior written notice to you. If you do not agree to the change, you may terminate these Terms under Section 4 by written notice
given before the change takes effect, and the existing AO Services Fee shall continue to apply through the end of the notice period.

Billing shall commence immediately upon the completion of onboarding and the initiation of Sales processed through PRQX Platform. No free-trial period shall be provided; however, PRQX may extend special terms to certain Ticket Professionals or rights holders, including in circumstances where additional financial accommodation is warranted due to an unexpected and extended migration period.

PRQX may, in its sole discretion, deny any Ticket Professional participation in the AO Services, and may suspend or terminate participation as provided in Section 4, and acceptance of these Terms does not itself entitle you to participate in the AO Services. Ticket Professionals who elect not to participate in the AO Services, or who are not approved by Marketplaces for participation, may subscribe to PRQX products and services independently.

You shall register for a PRQX account (your “Instance”) and shall create and administer an individual user account for each employee, contractor, or other person who requires access to the PRQX Services. You shall not permit any person to access the PRQX Services other than through a user account issued to that individual, and shall not permit any credential to be
shared, transferred, sold, or otherwise disclosed. You shall assign each user account only the permissions that person requires, shall promptly disable any account when the user’s role or engagement ends, and shall maintain an accurate record of active accounts.

You are responsible for all activity occurring under your Instance and under any user account within it, whether or not authorized, and for the acts and omissions of your users as if they were your own. You shall notify PRQX immediately upon becoming aware of any unauthorized access, credential compromise, or other security incident affecting your Instance. You have no ownership interest in any account, user name, or credential. PRQX may decline to issue, suspend, or revoke any account or credential, or require any credential to be reset, where PRQX reasonably believes the credential has been compromised or the account is being used in
violation of these Terms.

You acknowledge and agree that PRQX and its authorized personnel hold administrative access to your Instance and the data within it, and may access, view, configure, and act within the Instance as reasonably necessary to provide the AO Services, to perform support and troubleshooting, and to maintain the security and integrity of the PRQX platform. You shall not disable, restrict, or otherwise interfere with that access, and PRQX shall have no obligation to perform any AO Services to the extent such access is withheld. PRQX’s use of information
accessed through the Instance remains subject to Sections 5 and 6.

You shall obtain and maintain any consent, authorization, or disclosure required under applicable law or under your own policies for PRQX to access the Instance and the data within it, including with respect to your own personnel.

Term. These Terms commence on the Effective Date and continue indefinitely until terminated in accordance with this Section 4.

Termination for Convenience. Either Party may terminate these Terms at any time, for any reason or for no reason, upon twenty-four (24) hours’ prior written notice to the other Party. These Terms shall remain in full force and effect during the notice period, and each Party shall continue to perform its obligations, including your payment obligations under Section 2.

Termination for Cause. These Terms may also be terminated immediately by either Party upon written notice if the other Party ceases to conduct business, discontinues its business operations, becomes insolvent, seeks protection under any bankruptcy, receivership, creditors’ arrangement, composition, or similar proceeding, or if any such proceeding is initiated against that Party and is not dismissed within ninety (90) days.

Termination for Breach; Suspension. PRQX may suspend your access to the AO Services, in whole or in part, immediately upon notice where you are in breach of these Terms, where PRQX reasonably believes suspension is necessary to protect the security or integrity of the PRQX platform or any Marketplace relationship, where PRQX determines that you have engaged in fraudulent or abusive use of the AO Services or the PRQX Platform, or as provided in the Billing & Payment Terms of the PRQX Assisted Operations Agreement for non-payment. PRQX may terminate these Terms immediately upon written notice if you materially breach these Terms and fail to cure that breach within ten (10) days after written notice of it. Suspension does not relieve you of your payment obligations.

Upon termination or expiration of these Terms, each Party shall cease all access to, and use of, any APIs or other programmatic access methods provided by the other Party, except that PRQX may continue to operate such access as reasonably necessary to complete the processing and
Fulfillment of Orders already generated, to remove your inventory from Marketplaces, and otherwise to wind down the AO Services (the “Wind-Down Period”). The Wind-Down Period ends on the earlier of thirty (30) days after the effective date of termination and the date PRQX notifies you that wind-down is complete, provided that PRQX may extend it where an event date or a pending Marketplace matter requires. Your continued use of the AO Services during the Wind-Down Period remains subject to the AO Services Fee. The AO Services Fee obligations outlined in the Billing & Payment Terms of the PRQX Assisted Operations Agreement shall
continue to apply with respect to all Orders processed before the effective date of termination.

In addition, you shall pay the AO Services Fee on any Order that is processed, confirmed, invoiced, or fulfilled through the AO Services at any time after the effective date of termination, whether because you continued to use the AO Services, because inventory remained
synchronized to a Marketplace, or otherwise. PRQX shall invoice such amounts in accordance with the Billing & Payment Terms of the PRQX Assisted Operations Agreement, and you shall pay them on the terms set forth therein. Sections 1.4 (with respect to any Order processed during
the Wind-Down Period), 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16 (other than the license granted to you in Section 16.2, which terminates on the effective date of termination) and 17, and the Billing & Payment Terms of the PRQX Assisted Operations Agreement (with respect to any amount payable in respect of periods before termination or during the Wind-Down Period),
shall survive the termination or expiration of these Terms.

The obligations set forth in this Section 5 shall remain in effect throughout participation in the AO Services and for three (3) years after termination. Notwithstanding the foregoing, trade secrets shall continue to be protected under this Section for so long as they remain eligible for
trade secret protection. Neither Party shall, whether directly or indirectly, disclose any Confidential Information (as defined below) of the other Party to any third party, nor shall either Party use, or permit any third party to use, such Confidential Information, except as follows:

• (A) disclosures required pursuant to an order or directive of a court of competent jurisdiction, administrative agency or other governmental or regulatory authority, or disclosures made on a confidential basis to the receiving Party’s shareholders, directors, officers, employees or professional advisors who have a legitimate need to know such information for purposes of fulfilling the receiving Party’s obligations under these Terms (collectively, the “Permitted Recipients”); and
• (B) the use of Confidential Information by Permitted Recipients in connection with the performance of these Terms, provided that the receiving Party (i) informs all Permitted Recipients of the confidential nature of the information and the obligations set forth herein, (ii) implements reasonable measures, at least as protective as those it employs to safeguard its own Confidential Information, to prevent unauthorized disclosure by any Permitted Recipient and (iii) remains fully responsible and liable for any disclosure or use of Confidential Information by a Permitted Recipient that is not expressly permitted under these Terms; and
• (C) In the event a Party becomes legally compelled to disclose any Confidential Information of the other Party pursuant to a court order, regulatory requirement, or similar legal obligation, such Party shall provide prompt written notice to the other Party of the requirement, and, upon request, shall use commercially reasonable efforts to assist the other Party in seeking a protective order or other appropriate remedy to prevent or limit further disclosure of such Confidential Information.
  • Confidential Information” means all non-public information and materials disclosed by or on behalf of a Party (in such capacity, the “Discloser”) to the other Party (in such capacity, the “Receiver”) in connection with the performance of these Terms, which:
    • A) are marked or otherwise identified as “confidential,”“proprietary” or with a similar designation, or
    • (B) by their nature or context would be reasonably understood by a person exercising ordinary prudence to be proprietary or confidential to the Discloser.
  • Confidential Information includes, without limitation, a Party’s trade secrets; technologies; developments; inventions; improvements; management, operational and marketing information; economic studies and methodologies; financial information; sales information; market share data; business plans and initiatives; strategies; policies and procedures; personnel, customer, and third-party records; customer lists; conversion rates, Ticket Professional fees, Marketplace fees and other program metrics; sales data; innovations; internal practices and procedures; and the terms of the PRQX Assisted Operations Agreement and of all transactions or documents executed pursuant to these Terms. These Terms, as publicly posted by PRQX, are not Confidential Information.
  • Confidential Information shall not include any information that: (1) is or becomes publicly known or available without breach of these Terms by the Receiver; (2) was lawfully in the Receiver’s possession prior to disclosure by the Discloser; (3) is independently developed by the Receiver without reference to or use of the Discloser’s Confidential Information; or (4) is agreed in writing by both Parties not to be confidential
  • The Parties acknowledge and agree that this Section 5 constitutes a material and essential provision of these Terms and that PRQX would not have entered into these Terms absent its inclusion. The Parties further agree that this Section 5 is reasonable and appropriate in all respects. The Parties expressly recognize that any breach or attempted breach of this Section 5 will cause the Discloser irreparable harm for which monetary damages would be inadequate.
  • Accordingly, in the event of any actual or threatened violation of this Section 5, the Discloser shall be entitled, in addition to any other rights or remedies available at law or in equity, to see and obtain a temporary restraining order, preliminary and permanent injunctive relief, specific performance and any other form of equitable relief, in each case without the necessity of demonstrating irreparable harm or damages and without the requirement of posting any bond or other security.
  • All rights and remedies of the Discloser under these Terms are cumulative and shall be in addition to, and not in limitation of, any other rights or remedies to which the Discloser may be entitled, whether under these Terms, at law, in equity, or pursuant to any other agreement between the Parties.

PRQX shall use any business, employee, or other non-public information provided by you under these Terms solely to provide the AO Services, and shall not sell or disclose such information to third parties except as reasonably necessary to perform those services. PRQX shall maintain
reasonable safeguards to protect this information from unauthorized access or disclosure, and shall promptly notify you if it becomes aware of any unauthorized access to or disclosure of such information. Upon termination of these Terms, PRQX shall return or delete such information upon your written request, except (i) as required by law, (ii) for copies retained in routine backup or archival systems, which shall remain subject to the confidentiality obligations of these Terms until deleted in the ordinary course, and (iii) for aggregated or de-identified data that does not identify you, which PRQX may retain and use to operate and improve its products and services.

While these Terms are in effect, PRQX may access, host, copy, process, transmit, and otherwise use Your Data to provide, maintain, secure, support, and improve the AO Services and the PRQX Platform; to calculate, invoice, and collect the AO Services Fee; to enforce these Terms and to
pursue or defend any claim; and to detect and prevent fraud, abuse, and unlawful activity.

PRQX may create aggregated or de-identified data derived from Your Data that does not identify you and cannot by reasonable means be attributed back to you (“Aggregated Data”), and may use and disclose Aggregated Data for any lawful business purpose, including benchmarking, research, and product development. PRQX owns all Aggregated Data. You are not entitled to any compensation for PRQX’s use of Aggregated Data or Feedback.

PRQX may store and process Your Data in the United States and in any other jurisdiction in which PRQX or its service providers operate, and may engage third-party service providers, including hosting and infrastructure providers, to process Your Data on its behalf. PRQX remains responsible for the performance of those providers and shall bind each of them to
confidentiality obligations no less protective than those in Section 5.

The AO Services and PRQX Platforms are not a data backup or archival service. You are responsible for maintaining your own backup copies of Your Data. Following termination and the expiration of the Wind-Down Period, PRQX may delete Your Data from its production systems in the ordinary course, subject to the exceptions set forth in this Section 6.

PRQX is and shall remain an independent entity. Nothing in these Terms shall be construed to create, imply, or establish any partnership, joint venture, agency, fiduciary, or other similar relationship between the Parties beyond the limited scope expressly set forth herein. PRQX acknowledges and agrees that its access to your systems, technology, or services does not transfer, assign, convey, or grant any ownership interest, license rights, intellectual property rights, or other proprietary interests, except for the limited, non-exclusive use rights expressly granted under these Terms.

You further acknowledge and agree that your access to PRQX systems, technology, or services does not transfer, assign, convey, or grant any ownership interest, license rights, intellectual property rights, or other proprietary interests, except for the limited, non-exclusive use rights
expressly granted under these Terms.

These Terms shall be governed by, and construed in accordance with, the laws of the United States and the State of Delaware (as applicable), without regard to any conflict-of-laws principles. Any dispute arising out of or relating to these Terms shall be subject to the following dispute resolution procedure:

The Parties shall first make a good-faith effort to resolve the dispute through negotiations conducted by a director, officer, or other duly authorized representative of each Party with full authority to settle the matter. If the dispute is not resolved through such negotiations within
fourteen (14) days following the date on which the allegedly aggrieved Party provided written notice of the dispute, the aggrieved Party shall submit the matter to binding arbitration to be conducted in Delaware, and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect (the “Rules”).

The Parties shall jointly participate in the selection of a single arbitrator; provided, however, that if the Parties are unable to mutually agree upon an arbitrator within fifteen (15) days after either Party provides notice of an unresolved dispute, the arbitrator shall be appointed by the AAA. Any award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

The prevailing Party in any such arbitration shall be entitled to recover from the non-prevailing Party its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with the proceeding in addition to any other relief to which it may be entitled.

Each Party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, and the arbitrator may not consolidate the claims of more than one Party or preside over any form of
class or representative proceeding. If any portion of this class and representative action waiver is held unenforceable as to a particular claim or request for relief, that claim or request shall be severed and brought exclusively in the state or federal courts located in Delaware, and the
remainder of this Section 8 shall continue to govern all other claims. If this waiver is held unenforceable in its entirety, the agreement to arbitrate in this Section 8 shall be null and void and all disputes shall be resolved exclusively in those courts.

All issues are for the arbitrator to decide, except that a court of competent jurisdiction shall decide any issue relating to arbitrability, the scope or enforceability of this Section 8, or the interpretation of the class and representative action waiver set forth above.

Neither Party shall make any public statement regarding the PRQX Assisted Operations Agreement, the terms thereof, or the existence or nature of the Parties’ relationship, without the other Party’s approval, which may be withheld at the other Party’s sole discretion, other than co-branding and co-advertising activities agreed to by the Parties in writing. These Terms
are posted publicly by PRQX and are not confidential, and nothing in this Section 9 or Section 5 restricts either Party from disclosing or quoting them.

Warranties. THE AO SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” PRQX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PRQX DOES NOT WARRANT THAT THE PRQX API SERVICES, PLATFORM OR DATA WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

Service Performance. PRQX DOES NOT GUARANTEE UPTIME, AVAILABILITY, RESPONSE TIMES, OR OVERALL SYSTEM PERFORMANCE. PRQX SHALL NOT BE LIABLE FOR ANY OUTAGES, MAINTENANCE PERIODS, OR DEGRADATION IN SERVICE PERFORMANCE, WHETHER SCHEDULED OR UNSCHEDULED.

No Reliance. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE AO SERVICES, API SERVICES AND DATA, INCLUDING ANY DECISIONS OR ACTIONS TAKEN BASED ON SUCH DATA OR SERVICES. SUBJECT TO SECTION 12, PRQX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE PRQX DATA, PLATFORM, OR API SERVICES, EVEN IF PRQX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Service Commitment. Without limiting or modifying the disclaimers set forth above, PRQX will use commercially reasonable efforts to maintain stable service performance and to minimize and resolve disruptions. This paragraph states operational intent only, creates no service level, warranty, or other obligation enforceable against PRQX, and shall not give rise to any claim, credit, or remedy.

You shall indemnify, defend, and hold harmless PRQX, its officers, directors, employees, agents, and affiliates from and against all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of:

• (a) your misuse of the PRQX Platform, Data or API Services;
• (b) any breach of these Terms by you; or
• (c) any claims by third parties arising from your use of the AO Services, Data or API Services.

PRQX shall provide you with prompt written notice of any claim for which indemnification is sought, provided that a failure to give prompt notice relieves you of your obligations only to the extent you are materially prejudiced thereby. PRQX may participate in the defense with counsel
of its own choosing at its own expense, and you shall not settle any claim in a manner that imposes any liability, payment, or admission of fault on PRQX without PRQX’s prior written consent.

To the maximum extent permitted by applicable law, in no event shall PRQX be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, or business interruption, arising out of or in connection with
these Terms or the use of the PRQX Platform, API Services or Data, even if PRQX has been advised of the possibility of such damages.

PRQX makes no representation or warranty regarding the accuracy, completeness, or reliability of any individual data point, and you acknowledge that the PRQX Platform, API Services and
Data are provided “AS IS” and “AS AVAILABLE.”

The aggregate liability of PRQX under these Terms, whether in contract, tort, or otherwise, shall in no event exceed the fees actually paid by you to PRQX under these Terms in the twelve (12) months preceding the event giving rise to the claim.

You shall designate, and maintain at all times, a primary operational point of contact and, if you have other personnel available to serve in that role, at least one alternate, each with authority to make the operational decisions contemplated by Section 1. If you have no other personnel
available to serve as an alternate, you shall instead provide a secondary telephone number or email address at which the primary operational point of contact can be reached. You shall provide the name, title, email address, and direct telephone number of each such contact in the
PRQX Assisted Operations Agreement or during onboarding, and shall notify PRQX in writing of any change within five (5) business days. The operational point of contact is for day-to-day operational communication only. You shall cause each operational point of contact to join and
monitor a shared Slack channel designated by PRQX, which shall serve as the primary means of day-to-day operational communication between the Parties. Slack is not the exclusive means of communication, and PRQX may communicate with, and request a response from, any operational point of contact by email, telephone, or any other reasonable means. You shall not
condition your availability or response obligations under Section 1.1 on the use of any particular communication channel, and unavailability of, or non-response on, the Slack channel shall not excuse performance of those obligations. If Slack ceases to be reasonably available, PRQX may
designate a comparable collaboration tool upon written notice to you. No notice, demand, or other communication required or permitted under these Terms shall be effective if given to or by the operational point of contact, and the operational point of contact shall have no authority
to agree to any amendment, waiver, or termination of these Terms or to make or settle any claim under it.

Except as provided in the following paragraph, and unless expressly stated otherwise in these Terms, all notices required or permitted hereunder shall be provided in writing and delivered by a reputable commercial overnight courier service that guarantees next-day delivery and provides proof of receipt. A notice shall be deemed delivered upon the earlier of the recipient’s signed acknowledgment of receipt, the recipient’s refusal to accept delivery, or one (1) business day after the courier records an attempted delivery at the applicable address.

Notices to PRQX shall be sent to: PricerQX, Attn: Legal, 10224 Glen Ora Ave, Las Vegas, Nevada 89134, with a mandatory copy to legal@pricerqx.com. Notices to you shall be sent to the notice address set forth in the PRQX Assisted Operations Agreement, with a mandatory copy to the
notice email address stated there. In each case, the emailed copy shall not of itself constitute notice. Either Party may change its notice address by notice given in accordance with this Section 13.2.

Notwithstanding the foregoing, PRQX may give notice under Section 2.1 (AO Services Fee changes), Section 14 (modifications to these Terms), and any operational, security, or service notice, by email to the address you designate in the PRQX Assisted Operations Agreement or maintain in your Instance, or by posting the notice within the PRQX Platform. Notice given by email is effective upon transmission, and notice given by posting is effective upon posting. You are responsible for maintaining a current email address and for monitoring notices posted within the PRQX Platform. This paragraph does not apply to a notice of termination, a notice of breach, or a notice given in connection with a dispute under Section 8, each of which must be given by courier in accordance with the preceding paragraph.

PRQX may modify these Terms from time to time. PRQX shall post the modified Terms and provide you with at least thirty (30) days’ prior notice, given in accordance with Section 13.2, of any modification that materially and adversely affects your rights or obligations. The modified Terms take effect at the end of that notice period and apply to your use of the AO Services from that date forward. Your continued access to or use of the AO Services after the modified Terms take effect constitutes your acceptance of them.

If a modification materially and adversely affects your rights or obligations and you do not agree to it, your exclusive remedy is to terminate these Terms by written notice given before the modification takes effect, in which case the Terms in effect immediately prior to the modification shall continue to govern through the effective date of termination. Modifications
required by law or necessary to address a security risk may take effect immediately upon notice.

The PRQX Assisted Operations Agreement may be amended only in writing and signed by both Parties. No modification of these Terms by PRQX shall change the AO Services Fee stated in a PRQX Assisted Operations Agreement except in accordance with Section 2.1.

Entire Agreement. These Terms constitute the entire agreement between the Parties with respect to the AO Services and supersede all prior or contemporaneous proposals, understandings, and communications, whether written or oral, on that subject. Any preprinted or additional terms in any purchase order or similar document issued by you are of no effect.

Assignment. You may not assign or transfer these Terms, in whole or in part, whether by operation of law or otherwise, without PRQX’s prior written consent, and any attempted assignment without that consent is void. PRQX may assign these Terms to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets. These
Terms bind and inure to the benefit of the Parties and their permitted successors and assigns.

Severability; Waiver. If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect. No failure or delay by either Party in exercising any right shall operate as a waiver of it, and no waiver is effective unless in writing.

Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, labor disputes, utility or telecommunications failures, Marketplace or third-party platform
outages, changes in Marketplace rules or access, governmental action, and cyberattacks. No Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties and their permitted successors and assigns, and nothing in it confers any right or remedy on any other person, except that the PRQX indemnified persons identified in Section 11 may enforce that
Section.

Counterparts; Electronic Signature. The PRQX Assisted Operations Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

Interpretation. As used in these Terms, “including” means “including, but not limited to,” and any example, illustration, or “such as” reference is provided by way of example only and does not limit the generality of the words it follows.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

PRQX and its licensors own all right, title and interest in and to the PRQX Platform, the AO Services, and all software, documentation, designs, interfaces, workflows, algorithms, models, and other technology used to provide them, together with all intellectual property rights in each of the foregoing. The PRQX Platform is licensed and made available for use, not sold. No right is granted except as expressly set forth in these Terms, and PRQX reserves all rights not expressly granted.

Subject to these Terms and your payment of the AO Services Fee, PRQX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the PRQX Platform, while these Terms are in effect, solely for the internal operation of your ticket resale business. This license terminates automatically upon termination or expiration of these Terms, subject to the Wind-Down Period described in Section 4.

As between the Parties, you retain all right, title and interest in and to the inventory data, Listing metadata, pricing configurations, transaction records, and other data you or your users submit to, or generate within, your Instance (“Your Data”). You grant PRQX a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Your Data as set forth in Section 6.

If you provide PRQX with any suggestion, enhancement request, recommendation, or other feedback regarding the PRQX Platform or the AO Services (“Feedback”), you assign to PRQX all right, title and interest in and to that Feedback, and PRQX may use it for any purpose without restriction, attribution, or compensation to you.

The PRQX Platform may incorporate third-party or open-source software licensed under its own terms. Those terms govern the applicable component and, to the extent the applicable license so requires, supersede conflicting provisions of these Terms solely with respect to that component.

Nothing in these Terms grants either Party any right to use the other Party’s name, logo, or trademarks, except as expressly permitted under Section 9.

You shall not, and shall not permit any user or third party to:

1. modify, adapt, translate, or create derivative works of the PRQX Platform;
2. disassemble, decompile, or reverse engineer any part of the PRQX Platform, or otherwise attempt to derive its source code, structure, or algorithms;
3. use the PRQX Platform to develop, or assist any person in developing, a product or service that is competitive with the PRQX Platform or the AO Services;
4. resell, license, rent, lease, lend, timeshare, assign, or otherwise make the PRQX Platform available to any third party;
5. circumvent or attempt to circumvent any usage limit, access control, authentication measure, or technical restriction;
6. access or attempt to access any data, account, or Instance you are not authorized to access;
7. probe, scan, or test the vulnerability of the PRQX Platform, or breach or attempt to breach its security;
8. use any robot, spider, crawler, scraper, or similar automated means to access, harvest, or compile data from the PRQX Platform other than through interfaces PRQX expressly makes available for that purpose;
9. transmit any virus, worm, or other malicious code, or take any action that imposes an unreasonable or disproportionate load on PRQX infrastructure; or
10. remove or obscure any proprietary notice appearing in or on the PRQX Platform

PRQX may employ measures to detect and prevent fraudulent, abusive, or
unlawful use of the PRQX Platform and the AO Services. PRQX may investigate any suspected violation of this Section 17 and may suspend or terminate your access in accordance with Section 4. You shall notify PRQX promptly upon becoming aware of any violation of this Section 17 by any of your users.

You represent and warrant that you are familiar with, and shall at all times comply with, all laws, regulations, and Marketplace or primary ticketing system rules applicable to your purchase, Listing, Sale, and delivery of tickets, including the Better Online Ticket Sales Act of 2016 (Pub. L. 114-274). You are solely responsible for any listing related to any ticket that you do not hold or have not contracted to acquire, otherwise known as speculative, mirrored, or conditional Listings. You are solely responsible for any penalty, sanction, suspension, or loss resulting from your failure to comply with this Section 17.3, and PRQX has no obligation to review, monitor, or police your Listings or conduct.