IMPORTANT, READ CAREFULLY: YOUR USE OF THE JAMPACK SOFTWARE PLATFORM (AND ANY ASSOCIATED SOFTWARE AND WEBSITES) AND PRODUCTS AND SERVICES DESCRIBED ON YOUR ORDER FORM(S) (COLLECTIVELY, THE “SERVICES”) PROVIDED BY FUSE TECHNOLOGIES, INC. AND ITS AFFILIATES (“JAMPACK” OR “JAMPACK”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. PLEASE REVIEW THOROUGHLY BEFORE USING THE JAMPACK SOFTWARE PLATFORM AND/OR ACCEPTING. YOU/CUSTOMER AND JAMPACK MAY BE INDIVIDUALLY REFERRED TO AS “PARTY” AND COLLECTIVELY AS “PARTIES”

BY USING OR OTHERWISE ACCESSING THE JAMPACK SOFTWARE PLATFORM AND/OR ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE “AGREEMENT”). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

If you are an entity, organization, or company, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement and you agree to be bound by this Agreement.

Jampack will provide the Services, and you may access and use the Services, in accordance with this Agreement. If you order the Services through an Order Form (as defined herein), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. If there is a conflict between this Agreement and the Order Form, the Order Form will govern.

Master Services and Software Agreement

Jampack operates certain software, materials, and services that (i) bundle event tickets, hotel reservations, transportation, and other travel-related services (collectively, “Travel Packages”) for events organized by third-parties, including the Customer and (ii) conclude the sale of Travel Packages to third-parties.

Jampack wishes to grant to Customer, and Customer desires to obtain from Jampack, certain rights, materials and services provided by Jampack, as more particularly described below and in accordance with the terms and conditions of this Agreement.

Definitions

For purposes of this Agreement, the below terms have the following meanings:

“Client Program” shall mean the object code form of those portions of the Software Platform that are branded for Customer’s exclusive use and otherwise made available by Jampack in connection with the Service.
“Close-Out” shall mean the day all expenses and costs related to Travel Packages subject to an Order Form shall have been finally determined by Jampack, with a detailed summary having been emailed to the Customer.
“Customer Data” shall mean information about third-parties that register for Travel Packages subject to an Order Form (including personal data) submitted through the Software Platform and the Service.
“Derivative Work” shall mean a new or modified work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such preexisting work.
““Event” shall mean a concert, festival, trip, or other event attended by third-parties which is promoted or sponsored by the Customer.
“Intellectual Property Rights” shall mean worldwide statutory and common law rights associated with (a) patents and patent applications; (b) works of authorship, including copyrights, copyright applications, copyright registrations, and “moral rights”; (c) the protection of trade and industrial secrets and confidential information; (d) Trademarks (as defined herein); and (e) divisions, continuations, renewals, and re-issuances of any of the foregoing, now existing or acquired in the future.
"Net Revenue” shall mean gross revenue received for an Event minus cost of goods sold for such Event, cost of tickets to the Event, commissions paid to non-Affiliated third parties and any other expenses, including but not limited to credit card processing and platform fees, as they relate to such Event.
"Rev Share” shall have the meaning provided in Section 4.
“Software Platform” shall mean, collectively, (a) those Server Programs and, if any, Client Programs, that are set forth in Exhibit A; and (b) any Updates.
“Server Program” shall mean the object code form of those portions of the Software Platform that are both designed to be installed and used on a server, and are expressly designated as “Server Programs” in Exhibit A.
“Service” shall mean the service by which software products and services (including, without limitation, the Server Programs) hosted on servers controlled by Jampack and, as applicable, its designees, are made available through the Internet for remote use by Travel Package purchasers, together with any other services Jampack provides to Customer under any Order Form.
“Order Form” shall mean a statement of work agreed to in writing by Jampack and Customer which provides a detailed description of Customer’s desired use of the Software Platform and Sevices, and sets forth, inter alia, the name and timing (dates) of the Event, its location, the services (if any) that Customer desires from Jampack and the Rev Share to be paid to Customer.
“Term” shall have the meaning set forth in Section 11.1.
“Trademarks” shall mean (a) the trademarks, trade names, and service marks used by a Party, whether registered or unregistered; (b) the respective stylistic marks and distinctive logotypes for such trademarks, trade names, and service marks; and (c) such other marks and logotypes as either Party may designate from time to time in writing.
“Updates” shall mean the object code forms of any modifications, error corrections, bug fixes, new releases, or other updates of or to the Server Programs and Client Programs that may be provided or otherwise made available hereunder by the Jampack to Customer during the Term.
“Website Data” shall mean information collected about persons using the website relating to purchasing a Travel Package to an Event, subject to an Order Form, which, at the Jampack’s absolute sole discretion, may include social media pixels, number of visits, average time spent on the website, pages viewed, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, and any phone number used to call us.

Sale of Travel Packages; Restrictions

Order Form; Sales Authorization. Jampack and Customer may from time to time during the Term enter into one or more mutually Order Form(s) that specify the Event(s) for which Customer desires permit the sale of Travel Packages to an Event via the Software Platform and Services. For each Event specified in an Order Form, the Customer authorizes Jampack to offer and conclude the sale of Travel Packages to such Event via the Server Programs and Client Programs. In this limited capacity, the Jampack is neither the customer nor the seller (or reseller) of the Event. Finally, Jampack has sole and absolute discretion as to whether to offer Travel Packages to an Event, or suspend/terminate the sale of Travel Packages to an Event.
Restrictions. The Customer shall not: (a) copy all or any portion of the Software Platform or the Service; (b) decompile, disassemble or otherwise reverse engineer the Software Platform or the Service, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Software Platform or Service or any portion thereof; (c) modify, translate, or create any Derivative Works based upon the Software Platform or the Service; (d) distribute, disclose, market, rent, lease, or otherwise transfer the Software Platform or the Service, in whole or in part, to any third-party; (e) remove or alter any copyright, Trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Software Platform or the Service; (f) perform, or release the results of, benchmark tests or other comparisons of the Software Platform or the Service with other software or materials; (g) permit the Software Platform to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third-party; (h) incorporate the Software Platform or any portion thereof into any other compilations, materials, products, or services, or use the Software Platform for production purposes; or (i) use the Software Platform for any purpose other than in accordance with the terms and conditions of this Agreement.
Grant of License in Customer Materials. Customer hereby grants to Jampack a worldwide, royalty-free, non-exclusive, limited, nontransferable (except pursuant to Section 12.2) right and license to: (a) use, reproduce, distribute, transmit, perform (publicly, digitally, or otherwise), display (publicly or otherwise), and make derivative works of any and all data, information, content, and other materials prepared by Customer for Jampack through the use of, in connection with, or transmitted by Customer by or through, the Software Platform and/or the Service (the “Customer Materials”); and (b) sublicense the foregoing rights to Jampack’s designees. Customer represents and warrants to Jampack that it has the right to grant the foregoing licenses in the Customer Materials.

Hosting

Subject to Section 2.1, Jampack and/or its designees shall host and maintain the Server Programs and the Service for the sale of Travel Packages to Event(s) subject to an Order Form. Jampack and/or its designees shall use commercially reasonable efforts to provide, in connection with the foregoing obligations: system security; backup of Customer Materials stored on the Service, and generally uninterrupted service, provided that Customer acknowledges that Jampack uses third-parties to host its platform, and as such agrees that Jampack shall have no liability for unavailability of the Services or Software Platform related to (a) third-party service providers failing to provide service, or (b) scheduled maintenance.

rev share and Payment

Net Revenue Share. Customer is entitled to the percentage of Event Net Revenue according to the terms of the Event Order Form (the “Rev Share”). Jampack’s sole and exclusive compensation for the Services provided herein, including for the use of the Software Platform to sell Travel Packages, is the retained portion of the Event Net Revenue – except as it relates to calculating Event Net Revenue, or unless stated otherwise in an Order Form, Customer shall have no liability to the costs or expenses related to the Travel Packages.
Event Ticket Revenue. Jampack shall pay to Customer the Event ticket revenue according to the terms of the Event Order Form.
Revenue Collection. Customer acknowledges and agrees that (i) Jampack shall collect all payments from third-parties that purchase Travel Packages subject to an Order Form, (ii) if any a third-party pays Customer directly, Customer shall promptly, and in any event within three (3) business days, remit such payment to Jampack with sufficient detail so that Jampack can properly account for such funds (Section 4.3(i) and (ii), collectively, “Travel Package Revenue”), and (iii) Jampack will disburse Travel Package Revenue per the Event’s Order Form.
Taxes. Customer shall be responsible for all determinations with respect to the collection, payment, and reporting of any sales, use, or other similar taxes applicable to the sale of the Travel Packages or products pursuant to this Agreement. Customer shall give Jampack reasonable advance notice if any such taxes are required to be collected by Jampack and its agents in connection with the sale of Travel Packages or products pursuant to this Agreement. When Jampack has the legal obligation to pay or collect any such taxes and charges, the appropriate amount will be included in Net Profit, excluding taxes on the income of the Jampack, and paid by the Customer within thirty (30) days of the date of invoice. Jampack and their Affiliates and agents shall have the right to deduct and withhold taxes from any payments to be made hereunder if such withholding is required by applicable law. To the extent that any of the aforementioned amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the recipient of payments in respect of which such deduction and withholding was made. Customer will provide Jampack with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Jampack to establish that such taxes have been paid.
If Customer cancels an Event (in whole or in part) for any reason, Customer shall remain responsible for all Fees earned and allocable costs incurred by Jampack through the date of cancellation, including any Platform Fees, processing fees, and other amounts that Jampack would have earned or retained had the Event not been canceled. Such Fees shall be payable by Customer to Jampack notwithstanding any refunds Jampack may issue to purchasers of Travel Packages in connection with the canceled Event, and must be paid no later than fifteen (15) days after the earlier of (a) public announcement of the Event’s cancellation or (b) Customer’s written notice to Jampack that the Event is canceled.

Audit

During the pendency of any Event subject to an Order Form and thereafter for a period of 3 months after the Close-Out for such Event (the “Audit Period”), the Customer may, at its own expense, conduct 1 audit of the books and records of Jampack only as it relates to verify the Rev Share paid and expenses for an Event subject to Order Form. Any such audit may be conducted with at least ten (10) business days advance written notice to Jampack and only during Jampack’s business hours in such manner as not to unreasonably interfere with the normal business activities of Jampack. Jampack shall reasonably cooperate with any such audit. Customer must notify Jampack in writing of any claim relating to the amount of Rev Share paid and expenses incurred for Travel Packages before the end of the Audit Period for such Event, or forever after be barred from bringing any claim against Jampack relating to such Event. Any such notification shall detail with specificity the basis for the claim. Should any audit reveal monies owed by Jampack to Customer in an amount greater than 10% of the Rev Share, Jampack shall then be responsible for paying the costs of the audit. The Parties shall in good faith try to resolve any such claim before filing a lawsuit.

Proprietary Rights

As between Jampack and Customer, Jampack shall retain all right, title, and interest, including, without limitation, (i) all Intellectual Property Rights, in and to the Software Platform and the Service and any portions thereof, including, without limitation, any copy or Derivative Work of the Software Platform or Service (or any portion thereof) and any Updates thereto and (ii) Customer Data. Customer agrees to take any action reasonably requested by Jampack to evidence, maintain, enforce, or defend the foregoing. Customer shall not take any action to jeopardize, encumber, limit, or interfere in any manner with Jampack’s or its licensors’ ownership of and rights with respect to the Software Platform or Materials, or any Derivative Work or Update thereof or thereto. Customer shall have only those rights in and to the Software Platform and Service and any Derivative Work or Update thereto as are expressly granted to it under this Agreement.

Confidential Information; Non-Disclosure

Confidential Information. Customer acknowledges that, in the course of using the Software Platform and Service and exercising its rights under this Agreement, it may obtain confidential information relating to the Software Platform, the Service, or Jampack and its Vendors or other licensors (“Confidential Information”). Such Confidential Information shall, as between Customer and Jampack, belong solely to Jampack and shall include, without limitation, the Software Platform and the Service (including any and all Derivative Works and Updates), all identification numbers and passwords granted in connection with this Agreement, the existence of any terms of this Agreement, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, formulas, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and functional specifications, product requirements, problem reports, performance information, documents, and other technical, business, product, marketing, third-party customer, and financial information, plans, and data.
Use and Disclosure Restrictions. Customer hereby acknowledges and agrees that the Confidential Information constitutes and contains valuable proprietary information and trade secrets of Jampack, and embodies substantial creative efforts and confidential information, ideas, and expressions. Customer agrees: (a) to protect the Confidential Information from unauthorized dissemination and use; (b) to use the Confidential Information only for the performance of Customer’s obligations and in connection with the exercise of Customer’s rights hereunder; (c) not to disclose or otherwise provide to any third-party, without the prior written consent of Jampack, any Confidential Information or any part or parts thereof; (d) to undertake whatever action is necessary to prevent or remedy (or authorize Jampack to do so in the name of Customer) any breach of Customer’s confidentiality obligations set forth herein; (e) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Software Platform or the Service, or on any other Confidential Information provided to Customer by Jampack; and (f) not to develop any other materials, products, or services containing any of the concepts or ideas contained in the Software Platform or Service or any other Confidential Information.
Exclusions. The foregoing restrictions pertaining to the Confidential Information (other than as set forth in Section 7) shall not apply with respect to any Confidential Information that: (a) was or becomes publicly known through no fault of Customer; (b) was known by Customer before receipt from Jampack, as evidenced by Customer’s written records, (c) becomes known to Customer without confidential or proprietary restriction from a source other than Jampack that does not owe a duty of confidentiality to Jampack with respect to such Confidential Information; or (d) is independently developed by Customer without the use of the Confidential Information. In addition, Customer may use or disclose Confidential Information to the extent (i) expressly approved by Jampack in writing and (ii) Customer is legally compelled to disclose such Confidential Information, provided, however, before any such compelled disclosure Customer shall cooperate fully with Jampack in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
Equitable Relief. Customer acknowledges and agrees that due to the unique nature of Jampack’s Confidential Information, there can be no adequate remedy at law to compensate Jampack for the breach of this Section 7 or of Section 9 that any such breach will allow Customer or third-parties to compete unfairly with Jampack resulting in irreparable harm to Jampack that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, Jampack shall be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law, hereunder, or otherwise.
Non-Disparagement. Neither Party shall commit any action or make any omission (including, but not limited to, posting on social media) that deceives or misleads the public, damages or impairs the reputation or value of the other Party, or would lead to or reasonably be expected to lead to unwanted or unfavorable publicity of the other Party. The foregoing expressly includes, without limitation, communications appearing on the Internet via blogging and/or social networking sites such as but not limited to Facebook, Instagram, Snapchat, YouTube, and Twitter.

Representations and Warranties

Mutual Representation. Each Party represents and warrants to the other Party that the execution, delivery, and performance of this Agreement or any Order Form does not and shall not contravene or constitute a default under, and is not and shall not be inconsistent with, any judicial decree or order, or any contract, agreement, or other undertakings, applicable to such Party.
No Warranty. JAMPACK MAKES NO WARRANTY THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE CORRECTED, OR THAT ACCESS TO OR USE OF THE SOFTWARE PLATFORM AND/OR SERVICE SHALL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE JAMPACK, ITS AGENTS, OR ITS EMPLOYEES, SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT. This Section 8.2 states the entire liability of Jampack and the sole and exclusive remedy of Customer with respect to any express or implied warranties hereunder or otherwise in connection with this Agreement or any Order Form.
Exclusive Warranty. THE SERVICE AND SOFTWARE PLATFORM, AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. JAMPACK MAKES NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SOFTWARE PLATFORM, THE SERVICE, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. JAMPACK EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABLE QUALITY, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. JAMPACK DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SOFTWARE PLATFORM OR THE SERVICE SHALL BE ERROR-FREE OR SECURE, OR THAT OPERATION OF THE SOFTWARE PLATFORM OR THE SERVICE SHALL BE UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH. This Section 8.3 shall be enforceable to the fullest extent allowed by applicable law.
Defects Not Covered by Warranties. Jampack shall have no obligations if any nonconformance or failure of, or error in, the Software Platform is caused by: (a) use of any attachment, feature, hardware, software, or device in connection with the Software Platform or the Service; (b) transportation, neglect, or misuse of the Software Platform or the Service, or any use of the Software Platform or the Service that is not in accordance with this Agreement; (c) alteration, modification, or enhancement of the Software Platform or the Service, except as may be performed by Jampack; or (d) failure to provide a suitable installation or use environment for all or any part of the Software Platform or the Service.

Prohibited Activities

Non-Solicitation. In order to protect Jampack’s Confidential Information and goodwill, during the Term and for one year following the termination or expiration of this Agreement (the “Restricted Period”), Customer shall not, directly or indirectly, in any manner, other than for the benefit of Jampack, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of Jampack’s customers, prospective customers or suppliers, or (b) solicit, entice, attempt to persuade any of Jampack’s employees or consultants to leave Jampack or cease working with Jampack for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by Jampack or who was employed or engaged by Jampack within six months of any attempt to hire such person.
Customer Non-Competition. During the Restricted Period Customer shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business or in an individual capacity to provide (y) services similar to the Services or the Software Platform, or (z) travel packages and/or software to provide travel packages, with such travel packages including but not limited to hotel, transportation and/or entertainment, including tickets to live events (the “Jampack’s Business”), for its benefit or the benefit of any person or entity other than Jampack; (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Jampack’s Business; and/or (iii) develop software similar to the Services and/or Software Platform.
Non-Circumvent. Customer hereby agrees the Jampack may introduce (whether by written, oral, data, or other forms of communication) Customer to one or more opportunities and/or persons relating directly or indirectly to Jampack’s Business, including, without limitation, hotel, nightclub, transportation, concierge, and other travel suppliers, organizers, providers and/or operators, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (collectively, the “Jampack Contacts”). The identity of the Jampack Contacts and all other information concerning Jampack Contacts (including without limitation, all mailing information, phone, and fax numbers, email addresses, and other contact information) introduced hereunder are the property of the Jampack, and shall be treated as trade Jampack’s trade secrets and Confidential Information by Customer and its affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns. Customer shall not use or disclose such information, except as permitted under this Agreement, unless Jampack is directly and actively involved, and never without Jampack’s prior written approval. Customer further agrees that, without the prior written approval of the Jampack, neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity) any transaction or business relationship, contact any person regarding the Jampack Contacts, either directly or indirectly, or any of its affiliates, or accept any transaction, or compensation except directly through Jampack. Jampack is relying on Customer’s assent to these terms and its intent to be bound by the terms by evidence of its signature hereto. Without Customer’s signed assent to these terms, Jampack would not enter this Agreement or introduce any Jampack Contact or disclose any Confidential Information to Customer.
Extension of Restricted Period. Customer acknowledges and agrees that if it violates any of the provisions of this paragraph 9, the running of the Restricted Period will be extended by the time during which it engages in such violation(s).

Limitation of Liability and Indemnification

Limited Remedy. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF THE INJURED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER, CAUSED.
Maximum Liability. Notwithstanding anything in this Agreement to the contrary or the failure of essential purpose of any limited remedy or limitation of liability, a Party’s entire liability arising from or relating to this Agreement or the subject matter hereof, under any legal theory (whether in contract, tort, indemnity or otherwise), shall not exceed the lesser of (a) $50,000 and (b) the Rev Share paid during the six month period immediately preceding the action that gave rise to the liability.
Indemnification. Each Party (the “Indemnifying Party”) will indemnify, hold harmless and defend the other Party and its officers, directors, agents, employees, licensees, and invitees (collectively the “Indemnified Persons”) from and against any and all costs, losses, liabilities, and expenses (including insurance deductibles and including reasonable outside attorney’s fees and expenses) actually and reasonably incurred by an Indemnified Person to the extent related to the Indemnifying Party’s activities or omissions under this Agreement. Notwithstanding anything to the contrary in this Section 10.3, the Indemnifying Party has no indemnification obligations with respect to any claim or loss to the extent caused by the negligence or willful misconduct of any Indemnified Person.

Term and Termination

Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for an initial period of one (1) year therefrom, and shall automatically renew for successive one (1) year periods unless either Party notifies the other of its intention not to renew prior to ninety (90) days before the end of the then-current term.
Termination for Default. If either Party materially defaults in any of its obligations under this Agreement, the non-defaulting Party, at its option, shall have the right to terminate this Agreement by written notice to the other Party unless, within thirty (30) calendar days after receiving written notice of such default, the defaulting Party remedies the default, or, in the case of a default which cannot with due diligence be cured within thirty (30) calendar days, the defaulting Party institutes within the thirty (30) day period substantial steps necessary to remedy the default and thereafter diligently prosecutes the same to completion. Notwithstanding anything herein to the contrary, in the event Customer breaches Sections 2.2 and/or 7 of this Agreement, Jampack may immediately terminate this Agreement upon notice to Customer. Customer shall notify Jampack within twenty-four (24) hours of Customer becoming aware of any breach (other than by Jampack) of the terms and conditions of this Agreement, including, without limitation, any breach of Sections 2.2 or 7.
Termination for Bankruptcy. Either Party may terminate this Agreement if the other Party (a) becomes insolvent; (b) fails to pay his, her, or its debts or perform its obligations in the ordinary course of business as they mature; (c) is declared insolvent or admits in writing him, her or its insolvency or inability to pay its debts or perform its obligations as they mature; or (d) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment, or composition, or makes a general assignment for the benefit of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice within sixty (60) days after the institution thereof.
Effect of Termination. Upon the expiration or termination of this Agreement, all rights and licenses granted to Customer hereunder shall immediately terminate, except if an Event subject to an Order Form is to occur after the rightful termination of this Agreement, each Party shall continue to have the same obligations due under this Agreement specifically as it relates solely to such Event(s) and until such Event(s) is concluded and Rev Share (if any) have been paid per the Order Form. Further, within ten (10) days after any termination or expiration of this Agreement, Customer shall, at its sole expense, return to Jampack (or destroy, at Jampack’s sole election) all Software Platform and Confidential Information (and all copies and extracts thereof) than in the possession or under the control of Customer. Customer shall furnish to Jampack an affidavit signed by an officer of Customer certifying that, to the best of its knowledge, such delivery or destruction has been fully effected. Termination of this Agreement by either Party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Neither Party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Either Party’s termination of this Agreement shall be without prejudice to any other right or remedy that it may have at law or in equity, and shall not relieve either Party of breaches occurring before the effective date of such termination. The provisions of Sections 1 (“Definitions”), 2 (“Sale of Travel Packages; Restrictions”), Section 4 (“Rev Share and Payment”) (with respect to amounts accrued but as-yet unpaid), 5 (“Audit”), 6 (“Proprietary Rights”), 7 (“Confidential Information; Non-Disclosure”), 8 (“Representations and Warranties”), 9 (“Prohibited Activities”), 10 (“Limitation of Liability”), 11 (“Term and Termination”) and 12 (“General Provisions”) shall survive the expiration or any termination of this Agreement. shall survive the expiration or any termination of this Agreement.

General Provisions

Notices. Any notice, request, demand, or other communication required or permitted hereunder shall be in writing, shall reference this Agreement, and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by email; (c) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) business days after deposit with a nationally recognized private industry express courier (e.g., Federal Express or DHL), with written confirmation of receipt. All notices shall be sent to the address set forth below (or to such other address as may be designated by a Party by giving written notice to the other Party pursuant to this Section 12.1):

If to Customer:

The address set forth in the latest Order Form

If to Jampack:

Fuse Technologies, Inc dba Jampack

7165 Rafael Ridge Way

Las Vegas, Nevada 89119

The provisions of this Section shall not apply to ordinary business communications between the Parties in the normal course of doing business.

Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by Customer without the prior written consent of Jampack. Subject to the preceding sentence, the rights and liabilities of the Parties hereto are binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section 12.2 shall be null and void.
Governing Law, Jury Waiver, and Venue. This Agreement shall be governed by, construed, and enforced, in accordance with the laws of the State of Nevada without regard to conflict of law principles. The Parties agree that any and all disputes, controversies, or claims of whatever nature arising out of or relating to this Agreement or the breach thereof shall be only resolved by a state or federal court in the State of Nevada and the county of Clark, and the Parties hereby consent to the exclusive jurisdiction of such courts in any action or proceeding arising under or brought to challenge, enforce, or interpret any of the terms of this Agreement, and expressly waive any claim of forum non-conveniens in connection therewith. BY ENTERING INTO THIS AGREEMENT, THE JAMPACK AND CUSTOMER EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS THEY HAVE UNDER LAW TO A TRIAL BEFORE A JURY.
Construction. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either Party.
Attorneys’ Fees. If any legal action, including, without limitation, an action for injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing Party in any final judgment, or the non-dismissing Party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs and actual attorney fees paid or incurred in good faith.
Waiver. The waiver by either Party of a breach of or a default under any provision of this Agreement shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible to effect the intent of the Parties and reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable.
Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the Parties. Neither Party, nor either Party’s agents, have any authority of any kind to bind the other Party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.
Force Majeure. Except for the payment of monies due hereunder, neither Party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, any foreign or domestic embargo, product detention, seizure, an act of God, fire, flood, storm, explosion, riot, strike, insurrection, pandemic and/or public health crisis, mass shooting, an act of terrorism, a continuance of war, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, the novelty of product manufacture or other unanticipated product development problems, acts of civil and military authorities or the passage or enactment of any law or ordinance, regulation, ruling or order (each a “Force Majeure Event”). Subject to the provisions herein, a Party’s performance of its obligations affected by Force Majeure Events will be suspended for the duration of such Force Majeure Event. If any Force Majeure Event prevents a Party’s performance for thirty (30) days or more, either Party may terminate this Agreement without any further liability, except for any outstanding payments for obligations fulfilled by the Party that are outstanding before the date of termination.
Public Announcements. Customer shall cooperate with Jampack so that Jampack may issue a press release concerning this Agreement; provided, however, Jampack may not release any such press release without the prior approval of Customer (which shall not be unreasonably withheld, delayed, or conditioned). Jampack shall have the right to use Customer’s name as a customer reference on Jampack’s customer lists.
U.S. Government Rights. If the Customer is or is entering into this Agreement on behalf of, any agency or instrumentality of the United States Government, the Software Platform is “commercial computer software” and “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Software Platform are governed by the terms of this Agreement.
Export Controls. Customer shall abide by all applicable export laws and regulations in its use of the Software Platform and the Service. None of the Software Platform, and no part of the Service, may be downloaded or otherwise exported or re-exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. Customer represents and warrants that he or she is not located in, under the control of, or a national or resident of any such country or on any such list.
Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.
Entire Agreement; Amendment; Hierarchy. This Agreement, including the Exhibit(s), attached hereto, and each Order Form constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes (a) all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements, and communications, whether oral or written, between the Parties relating to the subject matter of this Agreement; and (b) all past courses of dealing and industry custom. No amendment or modification of any provision of this Agreement (including exhibits) or any Order Form shall be effective unless in writing and signed by a duly authorized signatory of the Jampack and Customer. To the extent that the terms and conditions of any Order Form differ from or conflicts with the term of this Agreement, the terms of the Order Form shall control the interpretation and any conflict resolution thereof.

Exhibit A

Software Platform

Software Platform. The following software products shall be included in the Software Platform:

Client Program(s): White-labeled booking website
Server Program(s): Fuse Technologies, Inc. booking software.

“Client Program” shall mean the object code form of those portions of the Software Platform that are branded for Customer’s exclusive use and otherwise made available by Jampack in connection with the Service.

“Close-Out” shall mean the day all expenses and costs related to Travel Packages subject to an Order Form shall have been finally determined by Jampack, with a detailed summary having been emailed to the Customer.

“Customer Data” shall mean information about third-parties that register for Travel Packages subject to an Order Form (including personal data) submitted through the Software Platform and the Service.

““Event” shall mean a concert, festival, trip, or other event attended by third-parties which is promoted or sponsored by the Customer.

"Rev Share” shall have the meaning provided in Section 4.

“Software Platform” shall mean, collectively, (a) those Server Programs and, if any, Client Programs, that are set forth in Exhibit A; and (b) any Updates.

“Server Program” shall mean the object code form of those portions of the Software Platform that are both designed to be installed and used on a server, and are expressly designated as “Server Programs” in Exhibit A.

“Term” shall have the meaning set forth in Section 11.1.

“Updates” shall mean the object code forms of any modifications, error corrections, bug fixes, new releases, or other updates of or to the Server Programs and Client Programs that may be provided or otherwise made available hereunder by the Jampack to Customer during the Term.

Event Ticket Revenue. Jampack shall pay to Customer the Event ticket revenue according to the terms of the Event Order Form.

Extension of Restricted Period. Customer acknowledges and agrees that if it violates any of the provisions of this paragraph 9, the running of the Restricted Period will be extended by the time during which it engages in such violation(s).

If to Customer:

Construction. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either Party.

Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.