Ticketing Agreement For On-line Ticket Sales and Services

This Agreement, Dated as of 5/24/2025, is between UpcomingEvents.com LLC, d.b.a UpcomingEvents.com ("UpcomingEvents.com") and Bikes and Beers LLC ("Client") for event event being submitted above ("Event").

This Agreement, Dated as of 5/24/2025, is between UpcomingEvents.com LLC, d.b.a UpcomingEvents.com ("UpcomingEvents.com") and Bikes and Beers LLC ("Client") for the following event titled The PHILADERBY - Philadelphia's Kentucky Derby Festival occurring on Saturday, May 7, 2016 2:00 PM at The Piazza at Schmidts (1050 N. Hancock Street Philadelphia, PA 19123) ("Event").

Term

The term of this Agreement shall commence or renew on the date shown above. This Agreement shall remain in full force and effect with respect to any Events that are/were released for sale by Client through the UpcomingEvents.com ticketing system from now until 30 days after the greater of (a) the end of the final event that Client releases for sale or (b) Client notifies UpcomingEvents.com of its decision to terminate.

Agency & Ticket Allocations

The Parties agree that UpcomingEvents.com will act as exclusive agent for Client in connection with the sale of all tickets sold online via the Internet for Client's Event and the exclusive agent for Events which Client uses the UpcomingEvents.com ticketing system. Client is solely responsible for accurately maintaining the number of tickets available for sale through the UpcomingEvents.com Software as well as all portions of Ticketing Fee Client may choose to pay. UpcomingEvents.com shall not be responsible in any way for over-selling an Event. Client agrees to reimburse UpcomingEvents.com for any and all costs, expenses and losses incurred by UpcomingEvents.com due to overselling an Event.

Client retains the right to sell physical tickets directly to the public, provided that such direct sales do not compromise any provisions of this Agreement, including but not limited to the minimum allocation provisions. Client agrees to allocate to UpcomingEvents.com and the UpcomingEvents.com Software, a minimum allocation of 90% of the capacity of Client's Venue, and for each Event for which Client sells tickets.

UpcomingEvents.com will serve as the main ticketing agent and service for selling Client's tickets meaning that all client advertising relates back to Client's website or UpcomingEvents.com and that all advertising on Client's website solely links to UpcomingEvents.com for ticket sales.

UpcomingEvents.com and Client Responsibilities for Maintenance of Online Ticketing

UpcomingEvents.com Responsibilities. UpcomingEvents.com shall provide Client with access to the UpcomingEvents.com Software, subject to the limitations stated herein. UpcomingEvents.com shall also:

1. Upon Client request via email, assist in the creation of Client's initial Event together with Client (e.g., step-by-step introduction to UpcomingEvents.com Software with a Client Services Representative via teleconference with the Client adding any events or making any changes) and provide any reasonable amount of future assistance needed with relation to Client's event listings as requested by Client;
2. Provide email technical support for the use of UpcomingEvents.com Software on an as-needed basis and at the reasonable request of Client.

Client Responsibilities. Client acknowledges that an important advantage of the UpcomingEvents.com Software is its Client-friendliness and self-service features and that Client will take all reasonable efforts to become well versed in operating the UpcomingEvents.com Software and become an "independent client" of the UpcomingEvents.com Software. Client also agrees that:

1. Client will be responsible for its own Internet access. UpcomingEvents.com bears no responsibility for service interruptions or functionality impairment caused by corporate "firewalls", defects, or other problems or obstacles in a third party's software.
2. Client will be responsible for operating the UpcomingEvents.com Software and for maintaining all aspects of its account, including but not limited to, maintaining its online Event schedule, building Event tickets, amending Event tickets, properly apportioning Ticketing Fee if Client chooses to pay a portion of a Ticketing Fee, inputting ticket prices, inputting discount codes, creating and sending tracking codes & links, terminating sales and retrieving Will-Call lists for all scheduled Events on sale through the UpcomingEvents.com Software and listed on Client's Online Schedule, as well as any other features UpcomingEvents.com chooses to supply Client access to. Client agrees to be solely responsible for any and all errors made with regard to maintaining its own Online Schedule and account.
3. Client will follow all on-screen guidelines and instructions relating to Event data entry;
4. Client will terminate Online Sales for every Event sold through UpcomingEvents.com at least one (1) hour prior but no more than (24) hours prior to the beginning of the Event. Client can keep sales open to the public until the start of the event or later if Client is using the online check-in feature provided within the UpcomingEvents.com Software.
5. When terminating sales, Client agrees to use UpcomingEvents.com Software to print all ticket orders and/or generate a final Will-Call manifest that may be used to identify patrons who have purchased tickets to be picked up at the Venue - even if Client is using the online check-in feature of the UpcomingEvents.com Software.
6. Client agrees to be legally and financially responsible for all sales tax, if applicable, related to ticket sales for any Event.
7. Client will always fax a copy of Will-Call Event manifest with customer signatures from all attending patrons back to UpcomingEvents.com after the Event ends unless the Online Checkin or ticket scanning function is used to check in ALL event guests. UpcomingEvents.com will not send payment for the event until Will-Call manifest is received. The fax number to send Will Call manifests is 215-754-4158 and is available 24 hours a day, every day of the year.

Inside Charges (paid by Client)

At the time of Settlement, UpcomingEvents.com shall collect, or deduct from future Settlement, or invoice Client for all applicable Inside Charges, as defined below. All applicable Inside Charges shall be clearly described on all Settlement documents. All Inside Charges not collected by UpcomingEvents.com at the time of Settlement shall be paid in full by Client within thirty (30) days. Inside Charges are as follows:

1. Outsourced Tickets Printing Requests. Client shall be charged $0.19 per ticket for standard UpcomingEvents.com stock, plus shipping charges thereafter. Charges for non-standard stock will be subject to then-applicable rates that can be quoted upon request before printing.
2. Chargeback Indemnification. Client agrees to reimburse UpcomingEvents.com for any and all expenses incurred by UpcomingEvents.com as a result of any disputed credit (or debit) card transactions associated with Client's Events, with the exception of errors caused directly by UpcomingEvents.com. In the event of a disputed transaction, UpcomingEvents.com shall reach out to the Client to receive the required information (in addition to the required Will Call list with signatures) to fight the dispute. UpcomingEvents.com will act in the best interest of Client and UpcomingEvents.com to obtain a positive outcome from any dispute, but Client acknowledges and understands that a positive outcome cannot be guaranteed. UpcomingEvents.com will provide to Client all supporting documentation of said expenses that UpcomingEvents.com is given by the merchant bank and credit card Company associated with the dispute. Client will pay an additional $30 fee for any Chargeback that does not have a positive outcome based on the credit card's final disposition on the claim.
   
   Please note that UpcomingEvents.com has a very small chargeback rate (less than 0.1%) and most chargeback's are the result of inaccurate information given to UpcomingEvents.com by Client, Client posting inaccurate information online, Client not getting customers to sign in when they check in to the Event, or based on something that happens during the event. You can help to reduce chargeback's by making sure all information is correct and always up to date as well as making sure the event location hosting the event is doing everything as agreed.
3. Refund Indemnification. Client agrees to reimburse UpcomingEvents.com for any and all expenses incurred by UpcomingEvents.com as a result of any refunds associated with Client's Events, with the exception of errors caused directly by UpcomingEvents.com. These expenses include, but may not limited to, the per-ticket Ticketing Fee initially paid for by Buyer as detailed in the General Tickets Terms and Conditions as well as additional fees that UpcomingEvents.com may be charged by the credit card company.

Credit Card Charges

For all tickets purchased through UpcomingEvents.com for Client's Events that are paid for by credit or debit card, a credit card processing fee of 2.9% plus $.99 (Credit Card Charge) will be charged to customer unless Client chooses to pay for a portion of this Credit Card Charge. No Credit Card Charge will be assessed for free ($0) orders. This section does not compromise any provisions of this Agreement.

It is agreed and understood that UpcomingEvents.com shall not be liable to Client for the printing and sale of counterfeit Tickets. In the event that Client feels counterfeit tickets were used, they will alert UpcomingEvents.com immediately to investigate further.

Advertising

By Client:

Client agrees to include the UpcomingEvents.com logo and/or website address (UpcomingEvents.com or direct link to the event page) in all forms of advertising, including but not limited to, emails, mailings, websites, and/or brochures Client creates or controls that are related to the Event client is selling tickets online to. Client agrees to display the UpcomingEvents.com logo on its website with a direct hyperlink from Client's website to UpcomingEvents.com. UpcomingEvents.com agrees to allow Client to create a special URL addresses for direct access to Client's event(s) to be determined by the Client.

By UpcomingEvents.com

As part of the marketing fee, at a minimum, we will post your event on our homepage, events page, post banner ads (160x600, 728x90 sizes - if supplied by Client), and include in 3 weekly email newsletters (sent on Tuesday, unless there are less than 3 weeks until the event) reaching over 70,000 opt-in subscribers.

Terms and Conditions

As part of this Agreement, shown below are UpcomingEvents.com's General Ticketing Terms and Conditions, each of which is hereby agreed to be an integral part of this Agreement as if stated herein. In addition to the attached General Ticketing Terms and Conditions, Client agrees to all Terms of Service and Privacy Policy terms & conditions.

UpcomingEvents.com reserves the right to withhold the payment of any amounts owed to Client under this Agreement if UpcomingEvents.com suspects or determines that such amounts have been generated in (a) a fraudulent matter, (b) violation of this Agreement, the UpcomingEvents.com Terms and Conditions of Service; or (c) violation of any applicable law or regulation. Such withholding may be temporary or permanent.

Settlement

1. UpcomingEvents.com shall collect all proceeds from ticket sales, and remit the portion of such proceeds due to Client less the amounts to which UpcomingEvents.com is entitled pursuant to this Agreement. Client must supply UpcomingEvents.com with a W9 before payment is issued.
2. Unless otherwise agreed to in writing, UpcomingEvents.com will pay 90% of the Event proceeds accumulated to Client according to the schedule outlined below. The final 10% is held to cover any Chargeback's issued by a customer and will be paid out 30 days after the completion of the Event.
3. Payment shall be made by check payable only to Client's "checks payable" name as show below. Payment shall be sent via US Mail each and every Thursday, for each Event occurring and ending on or before the Monday during that same week. Client may also opt to have funds directly wire transferred to a business account for an additional fee of $45. This wire transfer request must come in the form of a written request with the Business Name, Business Bank Account Number, Routing Number, and Full Name of the main account holder. By way of example, if Client holds events on Sunday, Monday, and Tuesday, then UpcomingEvents.com will remit Client's Settlement check(s) to Client on the next Thursday and such Settlement check will include all Settlement monies due to Client for the Sunday event and the Monday event, but not for the Tuesday event. Monies related to the Tuesday event would be sent to Client the second Thursday following that event.
4. A statement summarizing all account activity for each event is available in Client's account at any time and will be printed and included with each mailed check payment.
5. Client will pay UpcomingEvents.com for Ticket Sales processed through the UpcomingEvents.com Software according to the following schedule for this Event:
   
         • Total Marketing & System Fee: 10% of Total Sales;
         • UCE Commission will be 10%, but will reduce to 5% for any sales that comes from an outside tracking link source set up & tracked by the event organizer.
   

Event This Agreement Applies To:

Event Name: The PHILADERBY - Philadelphia's Kentucky Derby Festival

Event Date & Time: Saturday, May 7, 2016 2:00 PM<

Event Location: The Piazza at Schmidts (1050 N. Hancock Street Philadelphia, PA 19123)

Agreed and Accepted By:

Full Legal Name of Corporation, Partnership, or Production Group: Bikes and Beers LLC

Checks Payable To: Bikes and Beers LLC

Primary Contact Name (authorized to sign on the Client's behalf): Samuel Accardi

Primary Contact Title: Owner

Billing Address (checks will be sent here): 3722 Granada Ave San Diego, CA 92104

Phone: 609-231-4049

E-Mail: saccardi24@gmail.com

By agreeing to these Terms, I represent that I am an authorized representative of the business entity identified above, all of the information is true & correct, that I have read this Agreement in full, and that, on behalf said entity, I agreed to all the terms and conditions of this Agreement, including those stated in the General Terms and Conditions attached hereto below. Client is liable for any extra expenses resulting from incorrect or falsified information.

Samuel Accardi on behalf of Bikes and Beers LLC
Signature of Acceptance

GENERAL TICKETING TERMS AND CONDITIONS

Definitions

As used in the Agreement to which these General Ticketing Terms and Conditions is attached, the following terms shall have the respective meanings indicated below unless otherwise indicated or if the context otherwise requires.

1. Event. Any live or recorded entertainment feature, sporting event, cultural attraction or form of travel sponsored, promoted or hosted by Client to which Client sells tickets and for which attendance or passage is limited or restricted through the sale of tickets or reservations.
2. Online Sale(s). Any sale conducted from a microprocessor-based device, such as computer, kiosk, ATM, television, HTTP-based telephone device, dumb terminal, smart phone, personal digital assistant ("PDA"), analog or digital cellular phone, across a public or private data network, without the intervention of a human sales agent.
3. UpcomingEvents.com Software. All UpcomingEvents.com proprietary technology, including but not limited to any software and all UpcomingEvents.com operated or contracted services that have or will be established by UpcomingEvents.com for the purpose of selling, delivering, printing, or otherwise making available tickets. The UpcomingEvents.com Software includes, but is not limited to, the current customized, password-protected, World Wide Web ("WWW") application ("Application"), which can be accessed over the Internet by a Client in order to perform operations related to Online Sales, as well as any future modifications to the Application and any additions to the Applications, such as other technologies developed or owned by UpcomingEvents.com in the future relating to ticketing.
4. Buyer. A consumer who purchases tickets for an event listed in the UpcomingEvents.com Software, or through the UpcomingEvents.com Software.

5. Ticketing Fees. Any amount charged to a Buyer in excess of the advertised face value of the ticket.
6. Settlement. Periodic statement or invoice detailing amounts due to or owed by UpcomingEvents.com under the terms of this Agreement.
7. >Venue. Any building, facility, locale, point of departure or geographic location associated with an Event.
8. Online Schedule. Database of Client's Events maintained with UpcomingEvents.com Software.
9. Will-Call. Tickets to be picked up or rights of admission to be claimed at the Venue box office or point of entry that have been purchased by Buyer.

UpcomingEvents.com Software Rules

1. Data flow in the UpcomingEvents.com Software. Notwithstanding the self service features afforded to Client, UpcomingEvents.com retains the right to approve all content and listings entered into the UpcomingEvents.com Software.
2. UpcomingEvents.com Assistance in Maintenance of Online Events. In the event that Client is unable to create or edit Event information for technical reasons, UpcomingEvents.com agrees to update Client's Online Schedule at no additional cost provided that (i) UpcomingEvents.com must receive all such updated Event listing information for Client's Events via email or facsimile transmission ("fax") in a timely fashion, and (ii) Client shall be solely responsible for alerting UpcomingEvents.com of any and all errors made to the Event Information. To help ensure the accuracy of Event listings, UpcomingEvents.com cannot update any of Client's Events based on verbal requests and Client is solely and 100% responsible for any updates made.
3. Changes and Cancellations. Client agrees to promptly notify UpcomingEvents.com via telephone, email or fax, of any scheduling changes and/or cancellations for scheduled Events on sale through the UpcomingEvents.com Software and listed in Client's Online Schedule. Client is solely responsible for going onto the UpcomingEvents.com Software and stopping sales to its Events that have been cancelled.
4. No Price Discrimination. Client agrees that for all of its advance Event tickets sold on the UpcomingEvents.com Software, Client will not charge a higher face value than Client charges for the same Event tickets sold through any other advance purchase mode or location, including tickets sold directly to the public, as stated in this Agreement. Event night ticket prices (Frequently known as a "Door Price" ticket) are at the sole discretion of the Client and can be higher priced.
5. Call Center. Client understands that UpcomingEvents.com does not have a public Call Center and Buyer should only contact Client for information regarding Client's Events. Client shall in no way advertise UpcomingEvents.com or UpcomingEvents.com telephone number(s).

Rules Regarding Ticketing Fees Paid by Buyer

Client acknowledges that the methods of purchase and/or fulfillment available to Buyer, which affect the calculation of Ticketing Fees paid by Buyer, are determined by Buyer. Client acknowledges that UpcomingEvents.com may adjust the Ticketing Fees described below in its sole discretion. Client acknowledges that each component of the Ticketing Fee charged to Buyer for each ticket purchased in an Online Sale is computed independently of all other applicable fee components and is rounded up to the nearest penny before being added to the Total Ticketing Fee for the order.

Ticketing Fees (paid by Buyer)

For every ticket order, regardless of the method of purchase or fulfillment, UpcomingEvents.com is authorized to collect and retain the basic ticketing fee (herein "Ticketing Fee"). This industry standard Ticketing Fee is typically calculated by 2.9% of Ticket Price plus $.99 unless the Ticketing Fee is "Locked" for a specific ticket at a different Ticket Fee by UpcomingEvents.com at the discretion of UpcomingEvents.com. All Ticketing Fees described above will be retained by UpcomingEvents.com. Ticketing Fees are used to offset UpcomingEvents.com expenses associated with the processing of a ticket purchase.

At the complete and sole discretion and responsibility of Client, the Client can choose to pay a portion or all of the Ticketing Fee. Client also agrees that, any portion of the Ticketing Fee that is offset by Client, UpcomingEvents.com shall deduct from future Settlement.

Consumer Privacy

Client and UpcomingEvents.com agree not to release or sell the Buyer information, such as name, address, phone number, e-mail, etc., of any customer obtained from UpcomingEvents.com to any third party for any reason at any time evet. Client acknowledges that UpcomingEvents.com, as the merchant of record, gives UpcomingEvents.com the ability of communicating with Buyer through contact information supplied by Buyer during the Ticket Purchase process for Event or other UpcomingEvents.com marketing purposes.

Intellectual Property

UpcomingEvents.com owns all proprietary rights in and to the UpcomingEvents.com Software, including patent, copyright, trade secret, trademark, and other proprietary rights, including but not limited to the ticketing software, and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, whether made by UpcomingEvents.com or any other party (collectively, "UpcomingEvents.com Proprietary Rights"). Client agrees that it will not take, or permit any other person or entity to take, any action that would jeopardize or otherwise be contrary to UpcomingEvents.com Proprietary Rights, including but not limited to disassembling, cloning, decompiling, or reverse engineering.

Brands

Except as otherwise provided, each Party owns all proprietary rights, including without limitation, trademark rights, in their respective brands. Each Party agrees that, except as otherwise expressly permitted in this Agreement, it will not to take any action that would infringe, dilute or conflict with the other Party's ownership rights in its brands. Each Party grants the other Party the nonexclusive right to use the other's logos, trademarks, photos, videos, and other branding / marketing materials for the purposes of promoting the services enumerated in this Agreement.

Refunds

Client is obligated to reimburse UpcomingEvents.com for all expenses incurred due to any refunds authorized by Client and granted by UpcomingEvents.com relating to Client's Event. UpcomingEvents.com shall collect at time of Settlement, or deduct from future Settlement, or invoice Client for all Ticketing Fees initially paid by Buyer which are refunded to Buyer.

1. Refund Fee. In addition to agreeing to grant refunds as described in this Section, Client agrees that UpcomingEvents.com will retain its per ticket Ticketing Fee initially paid for by Buyer to help defray the direct expense UpcomingEvents.com must incur for processing credit and debit card refunds, even if this fee is refunded to Buyer and therefore reimbursed by Client.
2. Rescheduling. Client agrees to grant refunds to all ticket purchasers who request a refund from UpcomingEvents.com for Client's Events that are rescheduled or for which scheduled entertainment or venue has changed subsequent to ticket purchase.
3. Cancellation. As previously stated, in the event of an Event Cancellation, Client agrees to promptly notify UpcomingEvents.com of the cancellation and it is the responsibility of Client to make sure ticket sales are promptly stopped to avoid any future orders. Once notified of cancellation, UpcomingEvents.com shall automatically issue refunds to all customers who purchased tickets through UpcomingEvents.com using a credit or debit card.
4. Will-Call Errors on behalf of Client. Client agrees to grant refunds to any Buyer who appears on the UpcomingEvents.com Will-Call manifest but who is denied access to the Event due to human error on the part of any staff employed by Client or Venue, or due to equipment failures or Internet access problems experienced by Client or Buyer.

Taxes

Client must add to the face value of its tickets all city, county, municipality, district, state or federal taxes that apply to the admission, ticket or right to occupy a seat at any Event covered under this Agreement. Client assumes all responsibility for payment of such taxes to the appropriate authorities.

Miscellaneous

1. Amendments/Entire Agreement. This Agreement shall not be changed, modified or amended in any respect without the mutual written consent of both Client and UpcomingEvents.com. This Agreement contains the entire understanding between the Parties and supersedes all prior negotiations, representations, understandings or agreements.
2. Resolution of Disputes. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or to prevent irreparable harm, any and all claims, disputes or controversies (collectively a "Dispute") arising under, out of, or in connection with this Agreement, shall be resolved as follows: The parties shall enter into good faith negotiation to resolve the Dispute. If the Dispute cannot be settled through negotiation, the parties shall attempt in good faith to settle the dispute by mediation administered by a mutually agreed upon mediator. If the parties are unsuccessful at resolving the Dispute through mediation, the parties shall resolve the Dispute by final and binding arbitration pursuant to the laws of the City of Philadelphia, Pennsylvania. Judgment on the Award may only be entered in City of Philadelphia, Pennsylvania jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party. Any award rendered in such arbitration may be entered and enforced by either party in any court with jurisdiction.
3. Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY, PROVIDED, HOWEVER, THAT THE PARTIES HERETO AGREE THAT SUCH WAIVER SHALL NOT BE DEEMED TO CONSTITUTE A WAIVER OF ADJUDICATION BY A COURT HAVING APPROPRIATE JURISDICTION.
4. Applicable Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania.
5. Binding Effect and Assignment. The terms, conditions, provisions and undertakings contained in this Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and assigns. Except as expressly provided herein, this Agreement, including but not limited to any right, interest or benefit under this Agreement, may not be assigned by Client without the prior written consent of UpcomingEvents.com, which consent shall not be unreasonably withheld.
6. Representations and Warranties.
   
   1. General. Each Party represents warrants and covenants to the other that: (a) this Agreement has been duly authorized, executed and delivered by them and constitutes the Valid, legal and binding agreement, enforceable in accordance with its terms; (b) the entering into and performance of this Agreement shall not result in any breach of, or constitute a default under, any other agreement to which they are a party, including, without limitations thereby, any agreement of Client's for the sale or other disposition of tickets for an Event; and (c) the individual executing this Agreement, and whose signature appears below is empowered to execute this Agreement.
   2. UpcomingEvents.com' Representations. UpcomingEvents.com represents, warrants and covenants to Client that: (a) UpcomingEvents.com owns and has title to the UpcomingEvents.com Software, (b) the UpcomingEvents.com Software will perform to allow Buyers to purchase tickets to Client's Events via the Internet.
   3. Client's Representations. Client represents, warrants and covenants to UpcomingEvents.com that: (a) Client is an agent of each Venue at which any of its Events are held and is duly authorized in such capacity to execute and deliver this Agreement for ticketing services and/or software licensing, (b) there is no existing exclusive agreement of understanding between Client, and/or the Venue or the Venue's owner or operators and any third party respecting the sale of tickets for any Event held at the Venue that would invalidate this Agreement, and (c) the number of tickets put on sale for each Event does not and will not exceed legal fire, or other restrictions of the Venue or of governmental agencies or laws.
7. Service Interruptions. Neither occasional short-term interruptions of service, which are not unreasonable under comparable industry standards, nor interruptions of service resulting from events or circumstances beyond UpcomingEvents.com reasonable control, shall not be cause for any liability or claim against UpcomingEvents.com hereunder, nor shall any such occasion render UpcomingEvents.com in default under this Agreement.
8. Limitation of Liability. In the event of any breach of this Agreement by UpcomingEvents.com, the limit of any claim of loss by Client shall be no greater than the amount paid by Client to UpcomingEvents.com. In no way or under any circumstances shall UpcomingEvents.com be liable for incidental or consequential damages for any breach of this Agreement or for an amount in excess of the compensation paid to UpcomingEvents.com for the activities giving rise to the alleged or actual breach which is limited to the Ticketing Fees charged to Buyer only. In the event of any breach of this Agreement by Client, UpcomingEvents.com reserves the right to refund all ticket Buyers in full and charge client back for all Ticketing Fees that were refunded as a result of the breach.
9. Severability. If one or more provisions of this Agreement are held by a court of law to be invalid or unenforceable, such provisions or portions thereof shall be severed here from. The balance of this Agreement shall remain intact in accordance with its terms.
10. Defaults. Except as may be otherwise expressly stated herein, if either Party breaches any provision in this Agreement, or otherwise fails to perform its obligations hereunder in a timely manner, the other non-defaulting Party's remedies shall be limited to termination of this Agreement and/or collection of actual damages, subject to the limitations stated in the Agreement or in these Terms and Conditions.
11. Indemnity. Client shall indemnify UpcomingEvents.com and its successors, assigns, officers, directors, employees and agents ("UpcomingEvents.com Indemnities") against and hold harmless from, any and all claims, damages, actions, losses, liabilities, costs and expenses, foreseen or unforeseen, of any kind, including attorney fees, imposed on, incurred by, or asserted against UpcomingEvents.com Indemnities occurring as a result of, or in connection with, a) any breach or Default under this Agreement by Client; b) any Event held at the Venue.
12. Confidentiality. The Parties hereby acknowledge that, in the course of exercising their respective rights or carrying out their respective duties described in this Agreement, either may come into possession of certain confidential information about the other in which the other has a proprietary interest. The Parties hereby agree that the terms of this Agreement shall be maintained by the Parties on a confidential basis and shall not be disclosed to any third party without the prior written consent of each other party, except as required by law or a court order of competent jurisdiction. Client agrees that in no event shall Client reverse engineer, decompile, disassemble or in any way alter any software related to the UpcomingEvents.com Software or whose code is proprietary to UpcomingEvents.com.
13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original for all purposes. A facsimile of a signature shall be deemed as effective as an original for the purposes of this Agreement and any subsequent communications.
14. Notices. All notices provided for herein shall be considered effectively given when personally delivered or upon receipt via national delivery service or via certified mail or registered, postal prepaid, return receipt requested, addressed to the addresses of the parties stated above.

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