This document sets out the terms and conditions ("Terms") on which The Little Box Office Ltd (company reg. No. 08347238) of Moushill Rough, Sandy Lane, Milford, Surrey, GU8 5BL ("LBO") provide you ("Licensee") with the services (as defined below). Please read these terms very carefully before using the services. If you are using the services on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. The same rights, limitations and restrictions apply to your employer. You agree that these terms are enforceable as if they were a written negotiated agreement signed by your employer. You acknowledge and agree that by clicking on "I've read & agree to the Terms & conditions", you agree to be bound by these terms. If you do not accept these terms, you will not be able to use the services.

You are advised to print and retain a copy of these terms for your future reference.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following words and expressions shall have the meanings set out below:

"Access Rights" means access to the Software Service for the purpose of listing Events, making Bookings and managing and analysing the Data;

"Agreement" means these Terms, the applicable Setup Information and any additional arrangement as otherwise agreed between LBO and the Licensee in writing or by e-mail;

"Bookings" means ticket sales for Events made by, or on behalf of, the Consumer using the Software Service;

"Charges" means the Charges (including any Deposit) payable by the Licensee to LBO for the Services, as set out on the Website from time to time and/or otherwise agreed between the parties;

"Configuration Services" means any customisations made by LBO to the Software Service in accordance with clause 3;

"Consumers" means the third party individuals using the Software Service to obtain information about, or to attend, Events, to purchase tickets or for any other reason. For the avoidance of doubt, a Consumer’s access to the Software Service is via LBO’s public facing website;

"Data" means the data inputted by the Licensee, Licensed Users and Consumers which is processed using the Software Service;

"Data Protection Laws" means all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including but not limited to the UK GDPR and all other successor legislation and regulations thereto;

"Deposit" means the amount (if any) agreed between the parties and payable by the Licensee to LBO on or before the Effective Date;

"Documentation" means the user guides and online help provided to assist the Licensee with the Use of the Software Service;

"Effective Date" means the date the Licensee first accesses its Software Service account and accepts these Terms;

"End User Terms" means the LBO End User Terms or such other terms and/or privacy policy as the Licensee may decide to use to regulate a Consumer’s use of the Software Service;

"Error" means a failure of the Software Service to perform in accordance with the Documentation;

"Event" means a concert, theatre or other performance event listed on the Software Service by the Licensee (or by LBO on behalf of the Licensee) for Booking;

"Fault Report" means the fault report generated by the Licensee listing any material defects and/or deficiencies with the Software Service following provision of the Configuration Services;

"Force Majeure" means acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, lack of adequate power, raw materials or labour, strike, lock-out or injunction compliance with governmental laws, regulations or orders, sickness or indisposition of key LBO employees, or any other cause whether or not of the class or kind enumerated which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected;

"Intellectual Property Rights" means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

"LBO End User Terms" means the terms and privacy notice made available by LBO to the Licensee on request and regulating a Consumer’s use of the Software Service;

"LBO "Opt In" Wording" means the suggested marketing opt-in wording made available by LBO to the Licensee.

"Licensed Users" means those individuals who are granted Access Rights by the Licensee;

"Licensee" means the legal entity (excluding any subsidiary or holding company) or persons to which LBO grants the license to use the Software and Software Service;

"Licensee Material" means all material which is provided by the Licensee to LBO for use in the performance of the Services, including the Licensee Trademarks and any Event Information (as defined in clause 13.8 below);

"Licensee Trademarks" shall have the meaning set out at clause 3.2;

"Login" means the username and password provided by LBO in accordance with this Agreement;

“Losses” includes all claims, actions, proceedings, liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other court costs, professional costs and expenses).

“Payment Processor” means any service which automates payment transactions between the parties, such as Paypal, Ryft and Stripe;

"Personal Data" means all information relating to and/or identifying individuals as defined by the Data Protection Act 1998, which is processed using the Software Service;

"Portal" means the software and hardware infrastructure of which certain access, as described herein, is made available to the Licensee, Licensed Users and its Consumers via the Website;

"Services" means together the Configuration Services, Software Service and Support;

"Setup Information" means the information and files provided by the Licensee for the setup of the Services as requested by LBO;

"Software" means the ticketing software to which LBO will provide access to the Licensee through the Software Service, as set out in the Agreement;

"Software Service" means the provision, by LBO to the Licensee, of an online box office account service permitting the Licensed Users and Consumers to access and use the Software via the Portal for the purpose of making Bookings, in accordance with the terms of this Agreement;

"Support" means the support and maintenance services provided by LBO to the Licensee in respect of the Software Service and in accordance with clause 5;

"UK GDPR" means the United Kingdom Data Protection Regulation;

"Use" means use for the Licensee's own internal business purposes and to the extent permitted under clause 4.1;

"Website" means littleboxoffice.com.

1.2 The headings are included for convenience only and shall not affect the interpretation or construction of this Agreement.

2. REGISTRATION AND PROVISION OF SERVICES

2.1 In order to receive the benefit of the Services, Licensee must have provided all Setup Information requested from LBO.

2.2 LBO shall send the Licensee a confirmation email (" Confirmation Email") once it has created an account for the Licensee with the Setup Information. The Confirmation Email shall include the Licensee's Login details.

2.3 LBO reserves the right to conduct verification and security procedures in respect of all information provided by the Licensee to LBO. If LBO has reason to believe that the information provided by the Licensee to register and Use any of the Services breaches or is likely to breach any of the provision in this Agreement, LBO at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Agreement.

2.4 LBO reserves the right, at its sole and absolute discretion and for whatever reason, to accept or reject Licensee's registration.

2.5 Licensee shall keep, and procures that all Licensed Users keep, any Login Details confidential and secure and passwords must be changed no less frequently than monthly by Licensed Users). Without prejudice to our other rights and remedies, LBO reserves the right to promptly disable Licensee's Login Details and suspend its access to the Software Service in the event LBO has any reason to believe that any Licensed User has breached any of the provisions set out herein.

2.6 The Services shall be performed with reasonable skill and care in a manner consistent with generally accepted standards for identical or similar Services.

3. CONFIGURATION SERVICES

3.1 Subject to the payment of the Charges and compliance with these Terms and Conditions, LBO shall provide such Configuration Services specified in the Setup Information and as otherwise agreed between the parties in writing or by e-mail during the term of the Agreement.

3.2 Save in respect of any Licensee Materials, all customisations and product enhancements to the Software Service created and/or delivered by or on behalf of LBO shall be deemed to be part of the Software Service licensed hereunder, and ownership thereof shall vest in LBO absolutely upon creation. To the extent such Licensee Materials includes Licensee's trademarks, service marks, trade names, logos or other words or symbols ("Licensee Trademarks"), the Licensee hereby grants LBO a non-exclusive right to use such Licensee Trademarks for the purpose of performing the Configuration Services and providing the Software Service. LBO acknowledges that the Licensee Trademarks are and will remain the exclusive property of the Licensee.

3.3 Following receipt of LBO's notice that the Configuration Services have been completed, Licensee shall have seven (7) days to verify the customisations and/or enhancements made through performance of the Configuration Services and provide LBO with a Fault Report. LBO shall use reasonable endeavours to correct those errors or omissions identified in the Fault Report as soon as reasonably practicable, whereupon the Configuration Services shall be deemed complete. For the avoidance of doubt, Configuration Services shall also be deemed complete where the Licensee does not provide a Fault Report within the aforementioned period.

4. SOFTWARE SERVICE

4.1 Subject to the payment of the Charges by the Licensee, LBO hereby grants to the Licensee the non-exclusive, non-assignable, non-sub-licensable right to Use the Software Service and:

4.1.1 grant Licensed Users the Access Rights; and

4.1.2 permit Consumers to access and use the Software Service for the purpose of making Bookings, in accordance with the End User Terms, provided that in the event the Licensee decides to use its own End User Terms, such terms shall provide at least the same levels of protection to the Licensee and LBO as the terms included in the LBO End User Terms, a copy of which can be made available to the Licensee on request.

4.2 The Licensee shall, and procures that each Licensed User shall, use the Software Service only in accordance with the terms of this Agreement. The Licensee shall be responsible for all use of the Software Service by Licensed Users and shall be liable for breach of this Agreement by a Licensed User as if it were a breach by the Licensee.

4.3 The Licensee shall permit only Licensed Users who have accepted the terms of this Agreement to use the Software Service and the Licensee shall at all times remain fully liable to LBO regarding the actions of the Licensed Users. The Licensee shall indemnify LBO against all Losses suffered or incurred by LBO arising out of or in connection with the Licensee’s and any Licensed User’s use of the Software Service.

4.4 The Licensee shall not, and shall procure that Licensed Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Software Service, the Software and/or the Portal in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software Service, the Software and/or the Portal to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Software Service, the Software and/or the Portal or the Licensee's right to use the Software Service, the Software and/or the Portal.

4.5 LBO reserves the right, at its sole discretion, to make changes to any part of the Software Service, including but not limited to the content, presentation and performance of the Software Service and modify or vary any elements, features or functionality of the Software Service, provided such changes do not adversely or materially affect the Licensee's use of the Software Service.

4.6 LBO shall use reasonable endeavours to ensure that access to the Software Service is available at all times, however the Licensee acknowledges and agrees that the Software Service may not be accessible to the Licensee from time to time. Wherever possible all scheduled service interruptions shall take place outside of office hours and prior written notice of such scheduled service interruptions shall be given to the Licensee.

5. SUPPORT

5.1 Throughout the term of this Agreement, subject to payment of the relevant Charges, LBO shall provide the following support services between 9.00am and 5.30pm (UK time), Monday to Friday (excluding bank and public holidays):

5.1.1 advice by e-mail and telephone on the use of the Software Service; and

5.1.2 the diagnosis of Errors in the Software Service and instructions as to the rectification of such Errors by email.

5.2 As soon as practicable after Licensee becomes aware of an Error, it shall supply by email to LBO a detailed description of any Error requiring the Support, the circumstances in which it arose and shall include sufficient material and information to enable LBO to duplicate the problem, to the extent the information is available to the Licensee.

5.3 Provided always that the Licensee has paid the relevant Charges to LBO, LBO shall use its reasonable endeavours to respond to Licensee and provide a rectification to the Error.

5.4 For the avoidance of doubt, the provision of the Support shall be subject to fair and reasonable use by the Licensee and LBO shall be entitled to levy additional Charges if in LBO's reasonable determination, the Licensee has exceeded or abused the provision of the Support set out herein.

5.5 Licensee acknowledges that it will be solely responsible for all support of its own software, data and equipment it is using in conjunction with the Software Service. LBO shall have no liability for any loss or corruption of any such software, data and equipment, however caused.

5.6 The Support shall not include the diagnosis and rectification of any Error resulting from:

5.6.1 the improper use, operation or neglect of the Software Service;

5.6.2 any modification, customisation, alteration or addition to the Software Service, or any attempt thereof, made by Licensee or any third party not authorised to do so by LBO;

5.6.3 the use of the Software Service for a purpose for which it was not designed;

5.6.4 a fault in Licensee or third party equipment, software or applications or any upgrade or new release in respect thereof;

5.6.5 loss or damage caused directly or indirectly by operator error or omission;

5.6.6 failure by Licensee to implement reasonable recommendations in respect of or solutions to Errors previously advised by LBO; or

5.6.7 rectification of lost or corrupted data arising for any reason, including through Licensee's own negligence.

5.7 LBO may agree upon receipt of a request by Licensee to provide Support notwithstanding that the Error results from any of the circumstances described in clause 5.6 above or Support to Licensee in circumstances which are not covered by this Agreement. LBO shall in such circumstances be entitled to levy additional Charges monthly in arrears and shall be paid by the Licensee (together with value added tax thereon) within 14 days of receipt of an invoice in respect of such additional Charges.

5.8 Provision of Support as described in this clause 5 is LBO's sole obligation, and Licensee's sole remedy, with respect to the support of the Software Service. LBO shall have no other liability or obligation to Licensee with respect to any Errors or other real or perceived problems with the Software Service.

5.9 All e-mail contact with LBO in relation to Support should be to the following e-mail address unless Licensee is notified to the contrary by LBO: support@thelittleboxoffice.com

6. CHARGES

6.1 In consideration for the provision of the Services, the Licensee shall pay the Charges.

6.2 Save as otherwise set out in the Agreement or agreed between the parties, Licensee shall pay to LBO an initial Deposit on the Effective Date. Thereafter, LBO intends to invoice the Licensee for the Software Service monthly in arrears. LBO reserves the right to invoice at other times as it deems appropriate. All Charges are non-refundable.

6.3 LBO shall collect amounts due under the terms of this Agreement from the Licensee by deducting these via the Payment Processor.

6.4 The Licensee shall pay LBO all amounts due wherever possible in accordance as set out under clause 6.3 or otherwise within 14 days of receipt of the invoice (the "Due Date").

6.5 All payments made or to be made under this Agreement shall be made in full, without any deduction, withholding, set-off or counterclaim on account of any taxes or otherwise.

6.6 LBO reserves the right to charge the Licensee interest on any payment not made by the Due Date. Interest will be calculated on a daily basis, both before and after any judgement, at the rate of 4 per cent per annum above the base rate from time to time of Bank of England, for the period from the Due Date until the date on which it is actually paid, compounded quarterly and payable on demand.

6.7 In the event of a bona fide dispute regarding any invoice or other request for payment, the Licensee shall immediately notify LBO in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. The Licensee shall pay all undisputed amounts on the Due Date.

6.8 Where LBO has not received payment within 14 days after the Due Date (and the relevant invoice(s) is not in dispute) without prejudice to any other rights and remedies, LBO may without liability to the Licensee, disable the Licensee’s Access Rights and access to all or part of the Services and LBO will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

6.9 All Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which will be added and shall be payable by the Licensee in accordance with the law applicable from time to time against receipt of an appropriate invoice.

6.10 Charges in respect of the Services may be increased by LBO from time to time upon not less than 60 days prior notice to the Licensee, save that no increase may be made for any period in respect of which the Licensee has made an advance payment or as has otherwise been agreed between the parties in writing or by e-mail.

7. DURATION AND TERMINATION

7.1 This Agreement shall come into force on the Effective Date, unless terminated earlier in accordance with clause 7.2 or 7.3, shall remain in force until either party terminates this Agreement by giving the other no less than 90 days’ prior written notice.

7.2 Either party (the "Terminating Party") may terminate this Agreement with immediate effect by written notice to the other party ( the "Defaulting Party") on or at any time after the occurrence of a material breach by the Defaulting Party of any of its obligations in the Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so. For the avoidance of doubt, failure to pay any Charges shall be a material breach.

7.3 The Terminating Party may terminate this Agreement with immediate effect by notice to the Defaulting Party on or at any time after the occurrence of any of the events specified below:

7.3.1 the Defaulting Party goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily;

7.3.2 a receiver is appointed in respect of the whole or any part of the assets of the Defaulting Party;

7.3.3 a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors; or

7.3.4 the Defaulting Party threatens to do any of the things listed in Clauses 7.3.1 to 7.3.3 or an administration order is made against the Defaulting Party or any similar occurrence under the laws of any jurisdiction affects the Defaulting Party.

7.4 On termination of this Agreement for any reason:

7.4.1 LBO shall be entitled to be paid all sums due and any additional sums specified in the relevant Agreement; and

7.4.2 termination shall not affect the rights of either party accruing or accrued prior to the termination of this Agreement.

7.5 On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination, including but not limited to clause 6 (to the extent of any unpaid obligations), 7.4, 7.5, 8, 9, 11, 14, 15 and 16, and all other provisions necessary for their interpretation.

8. INTELLECTUAL PROPERTY

8.1 LBO has sole and exclusive ownership (or licence to use) of all right, title, and interest in and to the Software and the Portal including all copyright and any other Intellectual Property Rights therein. The parties acknowledge and agree that LBO does not own all intellectual property rights in the Software and the Portal. Nothing in this Agreement will serve to transfer from LBO to the Licensee any of the Software or the Portal, and all right, title and interest in and to the Software and the Portal will remain exclusively with LBO and/or LBO's licensors. All rights in and to the Software and the Portal not expressly granted to the Licensee are reserved by LBO and the relevant third party licensors.

8.2 Except for the rights expressly granted in this Agreement, nothing in this Agreement will serve to transfer from the Licensee to LBO any of the Licensee Material, and all right, title and interest in and to the Licensee Material will remain exclusively with the Licensee.

8.3 Nothing in this Agreement shall prevent LBO from using any know-how, methods, techniques or procedures owned or developed by LBO in the course of providing the Services for any purpose.

8.4 All third party Intellectual Property Rights required by the Licensee to enable them to Use the Software Service shall be procured by the Licensee. LBO shall not be liable for any Losses resulting from the delay or failure of the Licensee to procure such third party Intellectual Property Rights.

8.5 The Licensee undertakes throughout the Term:

8.5.1 not to cause or permit anything which may damage or endanger LBO’s Intellectual Property Rights or LBO’s title or licence to them or assist or allow others to do so;

8.5.2 to notify LBO of any actual, threatened or suspected infringement of LBO’s Intellectual Property Rights;

8.5.3 to notify LBO of any claim by any third party that the Software and the Documentation, infringe any Intellectual Property Rights of any third party and to take such reasonable action as LBO may direct at the expense of LBO in relation to such infringement; and

8.5.4 to compensate LBO for any use by the Licensee of LBO’s Intellectual Property Rights otherwise than in accordance with this Agreement.

9. WARRANTIES, EXCLUSIONS AND LIMITATIONS OF LIABILITY

9.1 LBO cannot guarantee and does not warrant or represent that any specific results will be produced by the Services. Except as expressly set out herein, to the maximum extent permitted by law, LBO expressly excludes all representations, warranties, conditions, obligations and liabilities in connection with the Services, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.

9.2 The Licensee acknowledges that it is under no obligation to use the LBO End User Terms, or the LBO "Opt In" Wording, but any use of the LBO End User Terms or the LBO "Opt In" Wording, whether in whole or in part, is at the Licensee's own risk. LBO recommends that the Licensee seeks its own legal advice in the event it uses the End User Terms. Licensee shall not use the LBO End User Terms for any purpose other than for the purpose of permitting Consumers access to the Software Service and make Bookings. LBO excludes all warranties, representations, conditions and guarantees in connection with the compliance with applicable law, accuracy or completeness of the LBO End User Terms or the LBO "Opt In" Wording and shall not be liable for any losses, damages, claims, costs or expenses incurred or suffered by the Licensee arising out of or in connection with the LBO "Opt In" Wording, any End User Terms entered into between the Licensee and its Consumers.

9.3 LBO will follow its archiving procedures for Personal Data as set out in its Privacy Policy, as varied by LBO at its sole discretion from time to time. If there is any loss or damage to Personal Data, Licensee’s sole and exclusive remedy against LBO will be for LBO to use reasonable commercial endeavours to restore the lost or damaged Personal Data from the latest back-up of such Personal Data maintained by LBO in accordance with the archiving procedure described in its Privacy Policy. LBO will not be responsible for any loss, destruction, alteration or disclosure of Personal Data caused by any third party.

9.4 The Licensee acknowledges that Bookings are contracts made between the Licensee and the Consumer and that LBO is not a party to any Bookings. The Licensee shall ensure that End User Terms are used to regulate a Consumer’s use of the Software Service for the purpose of making Bookings only. The Licensee accepts that it is responsible for ensuring that the Consumer accepts such other Licensee terms of business as required by the Licensee for any other services offered.

9.5 The Licensee shall effectively enforce against all Consumers the provisions of the End User Terms that affect LBO's intellectual property rights and use of the Software Service. If the Licensee becomes aware that any Consumer has breached any such provisions, Licensee shall promptly notify LBO and take all reasonable steps that may be available to effectively enforce the End User Terms.

9.6 Except as expressly and specifically provided in this Agreement:

9.6.1 the Licensee assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Licensee, or the Licensed Users, and for conclusions drawn from such use. LBO will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LBO by the Licensee in connection with the Services, or any actions taken by LBO at the Licensee’s direction;

9.6.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

9.6.3 the Services and the Documentation are provided to the Licensee and the Licensed Users on an "as is" basis.

9.7 Nothing in this Agreement excludes the liability of LBO:

9.7.1 for death or personal injury caused by LBO’s negligence; or

9.7.2 for fraud or fraudulent misrepresentation.

9.8 Subject to clause 9.6 and 9.7:

9.8.1 LBO will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

9.8.2 LBO's total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the fees paid by the Licensee for the Services during the 12 months immediately preceding the date on which the claim arose.

9.8.3 Nothing in this Agreement excludes the liability of the Licensee for any breach, infringement or misappropriation of LBO’s Intellectual Property Rights.

9.8.4 Both parties acknowledge and agree that the limitations and exclusions of liability set out in this clause are reasonable in the light of all the circumstances existing as at the Effective Date and have been agreed taking into account the commercial value of this Agreement to each party and the commercial standing of each party.

9.9 Upon termination, LBO may destroy or otherwise dispose of any of the Data in its possession unless LBO receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Licensee of the then most recent back-up of the Data. LBO will use reasonable commercial endeavours to deliver the back-up to the Licensee within 90 days of its receipt of such a written request, provided that the LBO has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).

9.9.1 The Licensee will pay all reasonable expenses incurred by LBO in returning or disposing of Data; and

9.9.2 clauses that are necessary for the enforcement or interpretation of this Agreement shall survive, which shall include without limitation clauses relating to confidentiality and publicity, and the protection of Intellectual Property Rights; and

9.9.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination will not be affected or prejudiced.

9.9.4 subject as otherwise provided in this Agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.

9.10 Whilst LBO will endeavour to ensure that the Website is fully operational at all times, on those occasions when there are interruptions to service due to essential maintenance, system upgrades, internet service interruptions or any other factors beyond its control, LBO will not be liable for any indirect, consequential, exemplary, incidental, special or punitive damages, or for lost profits, revenues or business opportunities, even if LBO has been advised of the possibility of such damages.

9.11 In no event shall LBO be liable for any indirect or consequential loss or any loss (whether incurred directly or indirectly) of profit, business, revenue, date, goodwill or reputation.

9.12 LBO disclaims any and all liability for the acts, omissions and conduct of any third party users or LBO users in connection with the Software Service or otherwise related to the Licensee and Licensed Users’ use of the Website and /or the Software Service. LBO is not responsible for the products, services, actions or failure to act of any venue, performer, promoter or other third party in connection with or referred to on the Website. Both parties accept that the limitations and exclusions set out in this Agreement are reasonable having regard to all the circumstances.

9.13 This clause 9 shall survive the termination of this Agreement for whatever cause.

10. FORCE MAJEURE

10.1 If either party is prevented or delayed from or in performing any of its obligations under this Agreement by Force Majeure, then:

10.1.1 its obligations under this Agreement (or, where the Force Majeure only affects some of the Services, such obligations as relate to those Services) shall be suspended for so long as the Force Majeure event continues and to the extent that that party is so prevented, hindered or delayed;

10.1.2 the parties shall, without prejudice to the other provisions of this Clause 10.1 consult with a view to taking such steps as may be appropriate to mitigate the effects of such Force Majeure;

10.1.3 that party shall use all reasonable efforts to mitigate the effects of the Force Majeure upon the performance of its obligations under this Agreement.

10.2 If any Force Majeure prevails for a continuous period in excess of 1 month, either party shall be entitled to terminate this Agreement in its entirety (if all Services are affected by Force Majeure) or in part (insofar as it relates to the Services affected by Force Majeure) by giving not less than 30 days' notice in writing to the other party.

11. CONFIDENTIALITY

11.1 Each party (the "Receiving Party") shall use its reasonable endeavours to keep confidential the provisions of this Agreement and all information and documentation disclosed by the other party (the "Disclosing Party"), before or after the date of this Agreement, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the "Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

11.2 During the term of this Agreement, the Receiving Party may disclose the confidential information to its employees and sub-contractors (any such person being referred to in this Clause as the "Recipient") to the extent that it is reasonably necessary for the purposes of this Agreement. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.

11.3 The obligations contained in Clauses 11.1 and 11.2 shall not apply to any Confidential Information which is:

11.3.1 at the date of this Agreement already in, or at any time after the date of this Agreement comes into, the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;

11.3.2 furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or

11.3.3 required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

11.4 All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately returned by the Receiving Party to the Disclosing Party or destroyed upon the Disclosing Party's request or the termination of this Agreement (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

12 PUBLICITY AND MARKETING

12.1 The Licensee agrees that LBO may in any of its marketing material refer to the Licensee as a customer of LBO and refer to the type of services that LBO has provided to the Licensee. The Licensee hereby grants LBO a non-exclusive right to use Licensee Trademarks to identify the Licensee in any of its marketing material (including by not limited to LBO's website). LBO acknowledges that the Licensee Trademarks are and will remain the exclusive property of the Licensee.

13. LICENSEE'S OBLIGATIONS

13.1 The Licensee shall perform its obligations as set out in the Agreement including, without limitation to provide LBO promptly with all necessary co-operation, information and data and access to staff and timely decision making which may be reasonably required by LBO for the performance of the Services.

13.2 The Licensee shall, and procures that the Licensed Users shall, use the Software Service in accordance with all applicable law and legislation and in particular, data protection, employment, discrimination and equality legislations.

13.3 The Licensee hereby acknowledges and agrees that it is responsible for providing such Data as LBO may request to enable LBO to issue usernames and passwords to the Licensed User(s). LBO shall not be liable for verifying whether the Data is correct and accurate or whether the usernames and passwords are sufficiently secure.

13.4 The Licensee hereby acknowledges and agrees that it is solely responsible for procuring and paying for access to the internet to enable it to use the Services.

13.5 The Licensee hereby grants LBO a non-exclusive, worldwide, non-assignable, royalty-free licence to use, copy, cache, store and display and reproduce the Licensee Material and Data for the sole purpose of fulfilling its obligations under this Agreement.

13.6 The Licensee hereby represents, undertakes and warrants that, and shall procure that each Licensed User represents, undertakes and warrants that:

13.6.1 the Licensee and/or the Licensed User owns all rights in the Data necessary to grant LBO the right to carry out its obligations pursuant to this Agreement;

13.6.2 the Data does not and will not contravene or breach any applicable law, regulation code of practice or directive including, without limitation, investment or financial services legislation or consumer or trade regulation or data protection legislation or regulation and that the use of the Data will not contravene any applicable law, regulation or industry standard;

13.6.3 the Data does not and will not infringe any Intellectual Property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person;

13.6.4 all information supplied by the Licensee for the purpose of registering the Licensed User(s) is true, complete and accurate in all respects and it shall notify LBO as soon as reasonably practicable of all changes to such information;

13.6.5 it shall keep and, where relevant, shall procure that all its employees and/or agents keep confidential the usernames and passwords;

13.6.6 it shall procure that no unauthorised access to and/or use is made of the Software Service and utilising the username or password allocated to the Licensee and/or each Licensed User;

13.6.7 it shall be liable for all access to and use of the Software Service whether authorised by the Licensee or any Licensed User or not; and

13.6.8 it shall inform LBO immediately if it has any reason to believe that the username and password has become known to any individuals not authorised to use them or if the Software Service is or is likely to be used in an unauthorised way.

13.7 The Licensee shall use its best endeavours to ensure that all information contained in the Licensee Material and the Data shall be true, accurate and complete. For the avoidance of doubt, Licensee hereby acknowledges and agrees that:

13.7.1 The Licensee shall be responsible for verifying the Licensee Material and the Data prior to its provision to LBO; and

13.7.2 LBO shall bear no responsibility or liability for checking the Licensee Material and/or the Data prior to or during its use by LBO pursuant to this Agreement.

13.8 The Licensee may from time to time send a written request to LBO to update the Software Service with information in respect of Events listed or to be listed on the Software Service ("Event Information"). LBO shall not be responsible for verifying the accuracy of the Event Information and shall not be liable for any errors or omissions in respect of such Event Information.

13.9 In the event that the Licensee is in breach of this clause 13, LBO, without prejudice to any other rights it may have in respect of such breach, may suspend the provision of the Services without notice (although LBO shall use reasonable endeavours to give the Licensee twenty four (24) hours’ notice) and shall have no liability to the Licensee for the consequences, direct or otherwise of such suspension of the Services.

13.10 The Licensee shall indemnify LBO, defend and hold harmless LBO and LBO affiliated or related companies and their respective joint ventures, successors, assigns, directors, officers, employees and agents and shall keep each of them fully and effectively indemnified against any and all Losses, imposed on, incurred by or asserted against them arising from:

13.10.1 any breach of the Agreement by the Licensee;

13.10.2 any Event or venue (other than and to the extent that any losses arise directly from breach of this Agreement by LBO or its negligence);

13.10.3 any advertisement, marketing or promotion (other than any material produced by LBO), including without limitation the production and placement of fly-posters.

14. DATA PROTECTION

14.1 The Licensee and LBO shall comply with the Data Protection Laws.

14.2 LBO processes Personal Data (as such term is defined in the Data Protection Laws) which it collects as a data controller (as the term is defined in the Data Protection Laws) in the course of providing the Services. Where data is processed by LBO as a data controller, such processing is carried out in accordance with the LBO Privacy Notice. In respect of Consumer Personal Data, such processing is carried out in accordance with the LBO End User Terms. LBO processes such categories of Personal Data as are described in the above referenced Privacy Notices.

14.3 The Licensee's compliance with its obligations of transparency shall include the provision of a privacy notice to its Consumers. This notice may include words substantially similar to LBO's End User Privacy Notice Template, as well as all other provisions required for such privacy notice to comply with the Data Protection Laws.

14.4 For Personal Data which is processed by LBO as a data processor on the Licensee's behalf as part of the Services, LBO will:

14.4.1 act strictly in accordance with the Licensee's lawful and reasonable instructions (which may be received via the Licensee's use of the Services) unless applicable law requires otherwise, in which case LBO shall inform the Licensee of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest). LBO shall inform the Licensee if it becomes aware of an instruction by the Licensee that, in LBO's opinion, infringes the Data Protection Laws.

14.4.2 ensure that its personnel that are authorised to process the Personal Data in connection with the provision of the Services, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

14.4.3 implement appropriate technical and organisational security measures to protect the Personal Data in accordance with Data Protection Laws;

14.4.4 enable the Licensee to access, rectify, erase, restrict and transmit the Personal Data processed by LBO;

14.4.5 if a data subject requests information from LBO concerning the processing of Personal Data by the Licensee or a Collaborator, promptly forward the request to the Licensee;

14.4.6 provide reasonable assistance to enable the Licensee to comply with the Licensee's obligations under Data Protection Law, including using appropriate technical and organisational measures to assist the Licensee in responding to data subject access requests; and

14.4.7 make available to the Licensee all information necessary to demonstrate compliance with the obligations set out in this clause 14, and allow for and contribute to audits, including inspections, conducted by or on behalf of the Licensee or ensure that LBO and/or any sub-processor will conduct audits using external auditors at least once per year.

14.5 The Licensee may delete or request in writing the deletion or return of all Personal Data on termination of the Services or at any time following termination of the Services. Where the Licensee has not deleted the Personal Data prior to the termination of the Services, LBO may delete all Personal Data at any time after 90 days following the date of termination of the Services unless the otherwise required by applicable law.

14.6 Licensee acknowledges and accepts that Consumers shall also have the right to withdraw their consent to the use of their personal data or information at any time and may request that LBO permanently delete all information and data held about that Consumer from LBO's systems. In the event that a Consumer exercises its rights in this clause 14.6, LBO shall notify the Licensee and the Licensee shall promptly and permanently delete all Personal Data held about that Consumer from LBO's systems. In the event that the Licensee has not done so within a reasonable time, and has not notified LBO of any requirement of the Licensee for LBO to retain the Personal Data, LBO reserves the right to remove such Personal Data and shall not be liable in any way for any loss or damage suffered by Licensee arising from such Consumer exercising their rights.

14.7 Licensee shall ensure that its collection and use of any Personal Data, accessed through the Website or the Services, complies with the Data Protection Laws. The Licensee hereby indemnifies LBO against all Losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Licensee's failure to comply with this clause 14.

14.8 Licensee hereby gives LBO a general consent to engage sub-processors to process the Personal Data of the Licensee. LBO shall make details of its sub-processors available to the Licensee on the Website. Where LBO intends to add a new sub-processor it shall make details of such new sub-processor available by email at least 30 days ("Sub-processor Notice Period") before transferring any Personal Data to a new sub-processor. Licensee shall notify LBO during the Sub-processor Notice Period if it objects to the new sub-processor. If the Licensee does not object to the sub-processor during the Sub-processor Notice Period, the Licensee shall be deemed to have accepted the sub-processor. If the Licensee has raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within the Sub-Processor Notice Period time, the Licensee shall have the right to terminate the Contract (including the Services and all Storage Services). During the Sub-Processor Notice Period, LBO shall not transfer any Personal Data to the sub-processor.

14.9 LBO shall enter into appropriate written agreements with all of its sub-processors on terms that include all the required obligations on data processors, as set out in the UK GDPR, including without limitation the Licensee's right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. LBO shall remain fully liable to the Licensee for the performance or non-performance of the sub-processor's obligations.

14.10 For the express avoidance of doubt, in respect of the payment processor that the Licensee selects to process payments from its Consumers, although the Software Service will integrate with the services of such payment processor, the parties agree that such payment processor is data processor of the Licensee, supplying its products and services directly to the Licensee. Payment processors are not sub-processors of LBO.

14.11 The Licensee hereby acknowledges and agrees that Personal Data may be passed between LBO and the payment processor. It is the Licensee's express instruction that LBO so provide such Personal Data to the payment processor.

14.12 Where LBO receives Personal Data from one or more payment processors in respect of which LBO reasonably believes that the Licensee is the data controller, the Licensee hereby instructs LBO to process such Personal Data on the Licensee's behalf.

14.13 To the extent that it is lawful to do so, the Licensee acknowledges and accepts all responsibility for the legality, reliability, integrity, accuracy and quality of:

14.13.1 the Consumers’ Personal Data;

14.13.2 the Licensed User’s Personal Data; and

14.13.3 any other Personal Data to be processed by LBO in the provision of the Services; and

14.13.4 the Licensee will be responsible for ensuring that the collection and processing of such data is fully compliant with Data Protection Laws.

15. NON-SOLICITATION OF EMPLOYEES

15.1 During the period this Agreement is in effect and for a period of 6 months thereafter, neither party shall solicit or offer employment to any employees of the other or any sub-contractors used by the other hereunder without the prior written consent of the other.

15.2 In the event that either party breaches Clause 15.1, it shall be liable to pay, immediately on demand, and without prejudice to any other remedy that the other party may have, the equivalent of 6 months gross salary of the employee so solicited and/or employed.

16. GENERAL

16.1 This Agreement hereto constitutes the entire agreement and understanding of the parties and supersedes all prior and contemporaneous agreements, promises, assurances and understandings or arrangements (both oral and written) between them relating to the subject matter of this Agreement.

16.2 A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.

16.3 A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

16.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement.

16.6 If any provision or part-provision of this Agreement is deemed deleted under clause 16.4 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.7 Each party acknowledges that in entering into this Agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.8 Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause will limit or exclude any liability for fraud.

16.9 The Licensee will not, without the prior written consent of LBO, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. LBO may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.10 LBO may employ any person, company or firm as its agent or sub-contractor to perform all or any of its obligations or duties under this Agreement, provided always that such employment shall not relieve LBO from any of its obligations hereunder.

16.11 LBO may alter or amend the Terms by giving the Licensee reasonable notice. By continuing to use the Software Service after expiry of the notice period or accepting the amended Terms, Licensee shall be deemed to have accepted any amendment to these Terms. Licensee may terminate this Agreement on receipt of such notice by giving LBO notice not later than 7 (seven) days’ prior to the date upon which the amended Terms would otherwise have come into effect.

16.12 Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.

16.13 The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.14 This Agreement shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Agreement.

16.15 All notices, documents and other communications relating to this Agreement must be in writing and sent by email to the notified email address of a party, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery upon the expiration of 12 hours after dispatch of the e-mail.