GENERAL TERMS AND CONDITIONS FOR SAAS SERVICES AND LICENSE OF USE

1. SERVICE PROVIDER

The services object of these Terms and Conditions are provided by DISCOCIL, S.L., Spanish company with registered office in C/ Pintor Soler Blasco 16 Entres De (Castellón De La Plana, Spain), zip code 12003, with tax identification number B-98820814 and duly incorporated in the Mercantile Register of Castellón, Volume 1796, Book 1357, Sheet 177, Section 8, Page CS-43457 (hereinafter, the “Provider” or “Fourvenues”).

2. DEFINITIONS

Service Level Agreement (SLA): Document reflecting the stipulated terms and conditions that commit the Provider to comply with certain levels of service quality to the Client regarding its use of the Platform and which, ultimately, establishes the availability and response times of the Provider's team in the event of an incident occurring on the Platform.

Client: The party receiving the Fourvenues services covered by these General Terms and Conditions, as the organizer of an event and through the license to use the Platform.

General Terms and Conditions (GTC): This document contains the set of general conditions, which the Customer declares to have read, understood and accepted, and on the basis of which the Customer will access and use the Platform.

Specific Conditions: Refers to the set of the specific clauses applicable to the Client for the use of the Platform, which are not subject to these T&C, and therefore, not expressly stated herein.

Contract: All documents constituting the general framework of the legal relation between the Parties regarding the license of use of the Platform and the contracted SaaS Services. In particular, the T&C, the SLA and the Specific Conditions, notwithstanding those documents that complement, complete and/or replace the T&C and/or the SLA. A copy of the Contract will be provided to the Client, once it has been formalized, in digital format or in any given format used at the time of the execution of the Contract.

Private Area: Space reserved to the Client for storing digital information, apps, modules and functionalities of the Platform made available by the Provider to the Client in order to provide the SaaS Services hired under the Contract, and where the Client stores all information given by or on behalf of the Client and handled by the Client itself, including any data, document, file, registration or material property of the Client or under its control, and processed, stored or used in the framework of the SaaS Services hired from the Provider.

Computer Equipment: Desktop computers, laptops, digital tablets, smartphones or any other device on which the Platform can be installed or properly accessed, meeting the minimum technical specifications required for each type of equipment and operating system established by the Provider, being these: (i) The recommendation to make the connection through Google Chrome or apps uploaded in 'Play Store' and 'AppStore' by Discocil, S. L. and (ii) to take into account that it is essential, in a large part of the Platform, that for a satisfactory user experience there must be a steady and good internet connection either through 'Data Roaming' or 'WiFi'.

Force Majeure: Unforeseen extraordinary events, or, when foreseeable, inevitable by the measures applicable to the Parties. Force Majeure includes, but is not limited to, fires, floods, strikes, labour conflicts or other social disruptions, shortage or unavailability of electricity, malfunction or unavailability of communication networks, accidents, wars (declared or not), commercial embargoes, riots, or insurrections. The legal term for “force majeure” existing in common Spanish law shall be accepted.

Random Force Majeure and/or Pandemic: For clarification purposes, a Force Majeure event shall include, but not be limited to, pandemics (such as Corona Virus COVID-19), viruses, epidemics, quarantines, national or international emergencies or any related cause.

Platform: Informatic solution developed as “Software as a Service” and managed by the Provider, of its exclusive ownership, and comprised of different software elements, communication systems and services supplied by the Provider. Its technical specifications are reflected above in the term “Computer Equipment”. The Client accesses the Platform through its Private Area, by means of an access link provided to the Client’s email, that allows verification of the data (personal and non-transferable) provided at the time of signing the Contract.

SaaS Service: The service provided by the Provider in favor of the Client, through the license of use of the Platform and, therefore, the provision of the Platform to the Client.

Users: Natural persons buying tickets to access the events organized by the organizers and/or the Client. That is, the final customers.

3. SAAS SERVICES

The Provider will render the Client the following SaaS, with the specifications and precisions established in the Contract:

3.1 SaaS Services contracting process

To initiate the contracting process for the SaaS Services, the Client shall accept these T&C by signing the Contract. For the foregoing purposes, the Parties agree to use electronic signature to sign the Contract, acknowledging and accepting that it shall have the same validity and efficacy as a handwritten signature.

In the contracting process of the SaaS Services, the Client will specify:

• ✔ Remuneration agreed by the Parties, reflected as it appears in the Specific Conditions.


• ✔ Contact data of the person in charge of centralizing and coordinating relations with the Provider.


• ✔ Billing information and payment method.

Once the Provider has verified that it has all the required information and the payment has been made by the Client, Fourvenues will communicate to the Client the confirmation of the contracting by signing the Specific Conditions. When the payment is periodic, the effective and correct subscription to the online payment method enabled for this purpose, or the proper completion and communication of the payment data, will be verified.

The Client is informed and accepts that the data contained on the website of the Provider, as well as the offers, budgets and projects potentially facilitated to the Client, do not constitute contractual offering or the beginning of a business relationship with the Provider. A business relationship with the Provider requires in any case the compliance with the requirements established in these T&C for the completion of the contracting process according to the applicable law.

3.2 License of use of the Platform and terms of use of the Platform

The Supplier grants the Client a temporary, revocable, non-transferable and non-sublicensable license to use the Platform during the term of the Agreement, by accessing the Platform via the Internet in SaaS mode, subject to the terms and conditions set forth in the Agreement.

The use of the Platform is only permitted to the Client with a Private Area at its disposal and the corresponding link sent by the Provider to access it, according to the provisions set on this stipulation 3.2. In any case, the Client will abstain from making copies, disclosing or giving access to third parties to the Platform. The only people who can access the Platform are the Client itself and the authorized members of its work team, to whom the Provider will have assigned a license of use. Thus, the liability associated to the loss of the credentials will not be in any case attributable to the Provider, being the duty of the Client to protect the credentials under its own responsibility.

The rights of use granted to the Client, according to the provisions of this Contract, are extensible to any actualization or new version replacing or complementing the Platform, as foreseen in the stipulation 3.3 hereunder.

The Client will be the sole responsible for the use, access and navigation through the Platform in case of illicit and/ or illegal purposes. By way of example, but not limited to, it is prohibited:

• a) To use the Platform for causing damages, inefficiency, disruptions or similar errors in the functionalities of the Platform or in the electronic structures of the Provider or of any third party.


• b) To use, manipulate and/or replace the trademarks, logos, trade names and signs of the Provider's products and services and/or those appearing on the Platform.


• c) To use the Platform for the transmission of malware, viruses, or similar programs, or to publish or disseminate content of an offensive, racist, denigrating, or pornographic nature that may cause discomfort to people.


• d) To use the Platform to the detriment of the interests of the Provider.


• e) To violate the security measures set by the Provider.


• f) To extract or gather by reverse engineering or any other possible method with the goal or consequence of violating the intellectual property rights or industrial property of the Provider.


• g) To perform actions that tend to and/or are likely to collapse the Platform, impairing its proper functioning.


• h) To use the Platform for illicit or illegal purposes.

The Client may only use the Platform in accordance with the purposes foreseen in the Contract, being obliged to comply with the requirements indicated in the definition of "Computer Equipment" and, if applicable, those others indicated by the Provider in relation to the Computer Equipment and the use of the Platform.

The Provider shall be exempt from any liability that may arise from any use by the Client that does not comply with the provisions of these T&C and the indications of Fourvenues, or in the case of networks, equipment and terminals and other Computer Equipment of the Client that do not comply with the aforementioned technical specifications.

Upon prior notice from the Provider, the Client shall disconnect its networks, equipment, terminals and other Computer Equipment from the Platform if, in the opinion of the Provider, such networks, equipment, terminals and other Computer Equipment have caused or are likely to cause failures, interruptions, errors or defects in the Platform.

In order to verify the Client's compliance with the provisions of the Contract and to ensure the security and proper use of the Platform, and in order to ensure better performance or adjustment of certain elements of the Platform, the Provider reserves the right to monitor the Client's use of the Platform.

The Client undertakes to meet the payments under the conditions agreed with the Provider and understands and consents that, in the event of non-payment, the Provider may optionally temporarily cancel its access to the Platform until the non-payment situation is regularized, maintaining its Private Area on the Platform. If after the process of regularization of the non-payment the situation is not remedied by payment and/or agreement of the occasional debt incurred, the Provider is entitled to terminate this contractual relationship, in accordance with the provisions of Stipulation 11 (Termination).

3.3 SaaS Services contracting process

The Client acknowledges and accepts that, in some cases, access to the Platform may be denied by the Provider or by any third party subcontracted by the Provider to make some sort of adjustment to the Platform. Such adjustments, during which access to the Platform will be temporarily cut off, will be carried out at times that do not coincide with the busiest times, under Fourvenues' commitment to back up the information, and giving prior notice to the Client of the outage, as well as of the approximate duration of the latter.

4. INTELLECTUAL AND INDUSTRIAL PROPERTY OF THE PLATFORM

The Client expressly acknowledges and accepts that the Platform and its various elements constitute an inseparable whole and contain confidential information owned by the Provider and third parties, as it includes trade secrets and developments that are intellectual property of the Provider and, where appropriate, third parties; and are therefore legally protected in terms of intellectual and industrial property rights.

The Customer further acknowledges that all right, title, and interest in and to the Platform is and shall remain with Fourvenues and its rightful owners, without prejudice to the license of use granted in favor of the Customer under this Agreement. For clarification purposes, the Client acknowledges and agrees that the Platform has been created and is managed exclusively by the Provider, who is the exclusive owner and shall retain all intellectual, industrial and any other property rights therein, and the Client may not, under any circumstances, make any further modification, copy, alteration, reproduction, adaptation or translation of the Platform, either in whole or in part, or make any use of the Platform other than that expressly authorized in writing by the Provider under this Contract.

Notwithstanding the stated above, it is well understood between the Parties that the structure, characteristics, codes, working methods, information systems, development methods, know-how, methodologies, processes, technologies, algorithms, as well as user manuals, texts, graphic drawings, databases, videos or audio supports, and other elements and materials referred to or that complement the Platform, are and will remain the exclusive property of the Provider, as well as that they are protected by Spanish, European Community and international regulations on intellectual and industrial property.

For clarification purposes, the Client expressly acknowledges and accepts that the provision of the Platform by the Provider does not imply, in any case, the transfer of its ownership or the granting of a right of use in favor of the Client other than that provided for in this Contract.

Consequently, any use by the Client of the Platform that is made without the authorization of the Provider, including its exploitation, reproduction, dissemination, transformation, distribution, transmission by any means and in any form, including subsequent publication or exhibition, public communication, making available, or representation, whether total or partial, outside the operational scope provided for the use of the Platform, is strictly prohibited.

Failure to comply with any of the above prohibitions shall constitute an infringement of the intellectual or industrial property rights of the Provider, punishable by law.

The provisions of this provision shall also apply to any devices or hardware that may be provided to Customer to enable the performance of the SaaS Service hereunder.

5. OBLIGATIONS OF THE CLIENT

The Client shall, at all times, comply with the terms and conditions agreed under this Contract in relation to the SaaS Services and the use of the Platform in the exercise of its professional activity, further obliging itself to always act in strict compliance with the applicable legislation in force, morality, custom, public order, and good faith. Without limiting the foregoing, the following are also obligations of the Client:

• 1. To comply scrupulously with all requirements set forth in the definition of "Computer Equipment" in relation to the technical specifications of the Computer Equipment, as well as, in general, to collaborate reasonably and in good faith with the Provider for the latter to be able to carry out the satisfactory provision of the SaaS Services subject to this Contract.


• 2. To pay the price agreed by the Parties in the Specific Conditions, in the time and manner reflected in the Specific Conditions.


• 3. To be responsible for the legality of the contents incorporated by the Client to its Private Area, refraining from inserting any text, images, sounds or obscene, racist, xenophobic, violent, defamatory, or other messages that in any way involve an injury to any legally protected legal property and without limitation, to the rights of minors, intellectual and industrial property rights, image rights and privacy. In the same way, the Client shall be responsible for the content of its website, for all personal data and relations with third parties, for the information it transmits and stores, for the hypertext links, for the claims of third parties and for the legal actions that may be triggered in terms of intellectual and industrial property, personality rights and protection of minors. For clarification purposes, and without limitation, the Client is responsible of complying with the applicable legislation in force in relation to the operation of the hosting service, electronic commerce, protection of personal data, information society services, copyright, maintenance of public order, as well as the universal principles of Internet use.


• 4. To refrain from any practices harmful to the rights of third parties that may be made from the website hosted on the Platform.


• 5. To scrupulously comply with the regulations on data protection (RGPD and LOPDGDD), as well as Law 34/2002 of July 11, services of the information society and electronic commerce (LSSICE), prohibiting the Client to use the mail server domain and email addresses of users provided by Fourvenues, in the scope of the use of the Platform and provision of its services, for spamming purposes (sending unwanted bulk mail, commercial or otherwise) or mail bombing (sending large messages in order to block a server).


• 6. To keep the e-mail address provided to the Provider in the Specific Conditions operative, active and updated in the management of this Contract to facilitate communications with the Provider. The Provider disclaims all liability for any consequences arising from the lack of operability of the e-mail address provided by the Client, from the failure to keep it up to date or from the Client's misinformation due to its own negligence.


• 7. To refrain (and ensure compliance with the abstention by any employees who have access to the Platform, in accordance with the provisions of this Contract) from accessing, modifying, viewing and/or copying in any way the configuration, structure and files of the Provider's servers and Platform. Any problem that may occur in the servers, in the Platform and/or in the security systems of the Provider as a direct consequence of a negligent action of the Client shall be assumed by the Client, who shall be responsible for the civil and/or criminal liability that may correspond to it.


• 8. To refrain from reproducing, modifying, disassembling, decompiling, or reverse engineering the Platform, as well as to avoid or disable any features or technological measures to protect the intellectual and industrial property rights of the Platform, and/or remove from the Platform copyright warnings and other proprietary rights contained therein.

6. ECONOMIC CONDITIONS AND MORATORY INTERESTS

6.1 SaaS Services fees and payment method

Regarding the compensation that the Client must pay to the Provider, it will be based on what is established and agreed upon in the Specific Conditions. The Parties will document a fixed fee to be contracted by the Client and a variable fee to be determined by both Parties prior to the signing of the Specific Conditions.

6.2 Modifications in fees

Notwithstanding the provisions of this Stipulation, the prices stipulated by the Provider and outlined in the Specific Conditions may be subject to review by the Parties. In the event that the Parties do not reach an agreement within a period of ten (10) days on any proposed modification to the initially agreed-upon price reflected in the Specific Conditions, the Provider is authorized to exercise the right to terminate this Contract. The Contract will be automatically terminated, and thus, the Provider would cease to provide its SaaS Services if the Client remains unwilling to accept the new price.

6.3 Collection of Client-promoted events on the Platform

Once the sales period for tickets of each organized event promoted on the Platform concludes, the Client may request from the Provider, through Platform access in the "wallet" section of their session, a bank transfer of the amount collected, within five (5) business days following the conclusion of the respective event. From this amount, the Provider will deduct its corresponding commission, as detailed in this Stipulation.

If the Client does not withdraw the collected amount within five (5) business days after the event's conclusion, the money will still belong to the Client, who can request its withdrawal at their convenience.

In cases where an end client or consumer raises a dispute, i.e., requests their bank to refund an amount charged to their card for tickets, reservations, or other services purchased on the Platform, Fourvenues will provide the necessary means to manage the dispute through the Platform. However, the Platform will charge the Client the dispute processing fee of twenty-five euros (€25.00) or the equivalent amount in the currency applicable to the Contract, per dispute. Furthermore, in all cases where the dispute is lost, the Platform will pass on to the Client the total amount disputed and won by the end client or consumer.

6.4 Failure to comply with the payment obligation

The Provider reserves the right, after written communication to the Client, to temporarily suspend the SaaS Services provided under this Contract in the event of any payment incident by the Client. If the Client does not make the payment within a maximum of thirty (30) calendar days after the temporary suspension, the Contract will be automatically terminated, resulting in the permanent cessation of the SaaS Services due to the Client's breach. In this case, the Client will still have the right to request a copy of the content hosted on the Provider's Platform at the time of the suspension of the SaaS Services. However, this right must be exercised within thirty (30) calendar days after the suspension of the Saas Services provision by the Provider. After this period, the Provider will proceed to the total deletion of all content hosted on the Platform up to that point.

If the Client fails to fulfill the payment obligation specified in this Stipulation or delays payment of any amount required under this Contract or, especially, its resolution, the Client will be automatically considered in default from the day they fail to meet their obligation, without any need for a request from the Provider. In such cases, the amounts owed and unpaid by the Client will accrue moratory interests calculated daily by applying the legal interest rate in force at each moment, increased by four points. Moratory interests due and unpaid will, in turn, accrue interest by agreement of the Parties, without the need for a request, from the ninetieth (90th) day after it accrues, generating moratory interest at the rate specified in the preceding paragraph.

7. RESPONSIBILITY REGIME

• i. The Parties will mutually assume responsibility for any damages that one Party may suffer as a result of the other Party's breach of the representations and warranties granted in the Contract, under the terms agreed upon therein.


• ii. The Client acknowledges that they are the provider of the contents that will be uploaded to the website, as the owner of these contents. Therefore, the Client is solely responsible, criminally or civilly, for them, exempting the Provider from liability and indemnifying the Provider at all times against any third-party claims.


• iii. The Client is solely responsible for the content included in its Private Environment when using the Platform, as well as for the activities carried out on it, the users authorized to use it and all databases stored therein.


• iv. The Client agrees to immediately notify the Provider of any unauthorized use of its account associated with the Platform or any infringement of intellectual property rights related to the provision of the SaaS Services that comes to its knowledge. The Client undertakes to provide all the assistance that the Provider may reasonably require to mitigate the damages resulting from the corresponding infringement of rights.


• v. The Client will be liable for any damages and losses suffered by the Provider and other clients of the Provider or third parties as a result of the Client's own breach of any obligations assumed regarding the content in its Private Environment. The Client will indemnify the Provider against any claims that may be filed in this regard, agreeing to pay the amounts that the Provider may be obliged to satisfy for any reason.


• vi. The Customer shall indemnify the Supplier for any expenses incurred by the Supplier for any cause for which the Customer is liable, including the Supplier's attorneys' fees and expenses, even in the event of a final court decision.


• vii. Under no circumstances shall the Provider be construed or deemed responsible for data losses, indirect damages, loss of profits, business interruption, or any other harm caused by the operation of the Platform or by its failure to meet the Client's expectations. Likewise, the Provider is exempt from any liability arising from the services offered on the Client's website, including, but not limited to, chats, news forums, distribution lists, links, frames, or the downloading of software, documents, or other information.


• viii. The Provider will not be responsible for the information stored on the Platform at the Client's request, provided that it has no effective knowledge that the activity or information is illegal or infringes upon the rights of a third party eligible for compensation.


• ix. Concerning the availability of SaaS Services and the Platform, the Client hereby absolves the Provider of responsibility in all situations that may harm the Client and that may result from the Client's connection to the network, hardware and software, and/or improper use of the means or any issues that do not depend on and/or are beyond the reasonable control of the Provider.


• x. The Client will be exclusively responsible before the Provider and third parties for any inconveniences, damages or harm that the web pages, as well as the hosted data, may cause to Users for any reason. Similarly, the Provider is not responsible for virus contamination or third-party intrusions into the Client's equipment, as the protection of which is the Client's responsibility.


• xi. The Supplier is exonerated from any responsibility for any aspect related to the organization of the event, as well as the information related to the same. In particular, and without limitation, the Client expressly acknowledges and accepts that under no circumstances shall the Supplier be liable for any claim made by Users who purchase tickets for the events, being exclusively liable the promoters of the events in question. In any case, the corresponding promoter will be responsible for any claim made by Users about any event promoted by the promoter, being the Supplier exempt from any liability related to the organization, cancellation or refund of the money for the tickets of the corresponding event affected, except when the error is due to the Platform.


• xii. In the event that the Client is a promoter organizing an event in a venue that is not their property and uses the Platform for ticket sales, in the event of a conflict between the venue owner and the Client promoter, and as a result, the venue owner claims from Fourvenues the cessation/cancellation of ticket sales, the Client promoter agrees to indemnify Fourvenues against any claim (of any nature) at all times, with the Client promoter being solely responsible for the consequences of the dispute. Fourvenues may continue ticket sales for the event regardless of the consequences that may arise for the Client promoter.


• xiii. Under no circumstances will the Provider be held responsible for malfunctions or damages caused by the Client's failure to comply with any obligations applicable to them in accordance with the provisions of this Contract.


• xiv. The Client cannot claim any compensation for damages resulting from causes beyond the reasonable control of the Provider, particularly for interruptions or failures of any kind occurring in power systems, telecommunications networks, interconnection elements, or any other Computer Equipment of the Client.


• xv. The Client will be civilly and/or criminally liable for any incidents arising from not having the Activity License, including, but not limited to, dance hall, nightclub, festival, or any other activity carried out by the Client.


• xvi. Notwithstanding the foregoing, the Client acknowledges and accepts that the Provider's liability in connection with the obligations assumed under this Contract will in any case be subject to the following limitations:

• a) The Provider's liability for the concepts arising from the Platform usage license shall not exceed, under any circumstances, the amount equivalent to the agreed price in this Contract. In the case of installment payment modalities, the amount will be the lesser of the equivalent of the one-year price and the sum of the payments duly made for the service from the initial contracting date, excluding taxes and any additional charges and costs other than the agreed-upon price. In no case can the Client claim any compensation from the Provider for damages that may be classified as consequential damages, loss of profit, loss of business, loss of commercial reputation, or third-party claims against the Client, nor for any similar damages.


• b) With regard to non-compliances produced in the development of the SaaS Services by the companies subcontracted by the Supplier, the total liability of the Supplier shall not exceed, as a whole, the total amount that the Supplier, in accordance with the contracts it has signed in each case, may obtain, for the non-compliance in question, from the subcontracted third party responsible for the provision of the service affected by the non-compliance.

8. RETURN AND EXCHANGE POLICY

Under the rules of application in consumer affairs, users do not have a right of withdrawal after the purchase of one or more tickets through the Platform to attend an event organized by the Client.

Notwithstanding the foregoing, Users shall be entitled to request the Client to refund the amount paid for the ticket(s), or part thereof, provided that any of the following circumstances occur and provided that there are no circumstances of force majeure:

• - Total cancellation of the event: Total cancellation of an event shall be understood as the definitive and total cancellation of the event, without notification of a new postponed date for the celebration of the event. In case of total cancellation of an event, the User will be able to request the refund, total or partial, of the purchase price to the Client -never to Fourvenues, that acts as mere intermediary in the purchase and sale of tickets-, having the Client, in addition, to proceed to the refund of the corresponding expenses of management in which the Users had incurred when acquiring the tickets. In any case, although the execution of refunds may be carried out, as the case may be, through the Provider's Platform, the only party responsible for such refunds and the claims associated with them due to a total cancellation of the event will be the Client, as the organizer of the event. In the same way, it will be the Client's responsibility to proceed to the refund of the corresponding amounts within the deadlines that, in each case, are determined by the applicable state or regional regulations, Fourvenues not being liable for refunds made by the Client outside the legally established deadlines which, in any case, may never exceed fourteen (14) calendar days from the communication of the cancellation of the event.


• - Partial cancellation of the event: It will be understood that there is partial cancellation when, in an event which duration is greater than twenty-four (24) hours, at least one (1) of the days of celebration of the same is cancelled. In this case, the User will be able to claim to the Client -never to Fourvenues- the partial refund of the amount corresponding exclusively to the day or days that have been affected by the cancellation, as well as, in its case, of the corresponding management expenses. Without prejudice to the fact that refunds may be made, as the case may be, through the Provider's Platform, the latter is exonerated from any liability related to the refund of the amounts corresponding to a partial cancellation of the event, whose responsibility will fall solely on the Client as organizer of the event, who must proceed to make the corresponding refunds within a maximum period of fourteen (14) calendar days from the communication of the partial cancellation of the event or, in the event that prior communication has not been possible, from when the partial cancellation of the event has taken place.


• - Substantial modification of the event: "Substantial modification" shall be understood as any modification that causes the event to differ substantially from the event that Users could reasonably expect in general. A substantial modification shall not be understood as an alteration in the start time of the event. In case of substantial alteration of an event, Users may choose to confirm their attendance to the modified event in the new circumstances resulting for the same or, instead, request the Client -never Fourvenues- the refund of the price of the ticket(s) purchased, within the period set for this purpose in each case (not being able in any case the Client to delay more than fourteen (14) calendar days from the communication of the User of his/her request for refund to proceed to the same). In addition, the Client will be obliged to refund, not only the amount paid by the Users for the price of the tickets, but also the corresponding management costs incurred by the Users, in accordance with the applicable regulations. In the event that the User does not communicate within the established period of fourteen (14) days that he/she wishes to request a refund of the amount paid, it will be understood that he/she confirms his/her order for the modified event and, consequently, he/she will not be entitled to demand a refund of the amount of the ticket(s) purchased.


• - Price error: In case of errors in the price of the ticket(s), the User shall have the right to be informed by the Client without undue delay about the procedure for refunding the purchase price of the corresponding ticket(s) and the corresponding management fees. In any case, the Client must proceed to refund the corresponding amounts (plus management fees) within a maximum period of fourteen (14) calendar days from the communication of the error.

In view of the foregoing, in any of the scenarios described above, the Client shall be solely responsible for the refund, in whole or in part, of the amount of the tickets to the Users, including management fees, exonerating Fourvenues from any liability and/or obligation to refund, all without prejudice that refunds may be executed, by mutual agreement between the Client and the Provider, through the Platform.

In order for refunds to be properly executed through the Platform, the Customer must give the appropriate and relevant instructions to this effect to the Supplier in due time, form and with the prior written consent of the Customer. The Client declares to be aware that Fourvenues will not proceed with the publication of the information relating to the corresponding refunds on the Platform without prior confirmation and without having received sufficient instructions from the Client. Likewise, the conditions of reimbursement (percentage of the amount to be refunded, cases in which Users will be entitled to reimbursement, etc.) will be the sole responsibility of the Customer.

Notwithstanding that the Parties agree that refunds may be made through the Platform, the Client shall be the sole responsible for executing the corresponding refunds within fifteen (15) days from the public communication of the cancellation of the event.

The Client expressly and without limitation acknowledges and accepts that, in no event shall the Provider be liable for any aspect or claim made by Users related to the organization, cancellation or modification of an event organized by the Client. Likewise, the Client shall be the sole responsible for the refund of the amounts paid for the tickets of an event affected by its cancellation, partial or total, or by its substantial modification, as well as by errors in the price of the event.

9. OPERATION OF THE SYSTEM "GUARANTEE YOUR TICKET"

Without prejudice to the provisions of the previous Stipulation, the Client may activate, at its free discretion, the "Guarantee your ticket" system offered by Fourvenues through the Platform, by means of which the Users may, upon payment of an additional amount to that of the ticket purchased, previously indicated on the Platform, request the refund of the amount paid for the ticket(s) in case of not being able to finally attend the event in question.

To do so, the Users must: (i) send a written request in this regard to Fourvenues by the means indicated during the purchase process; (ii) that such request is sent within the term agreed between the Client and Fourvenues and; (iii) that the Users send all the information required for this purpose.

10. TERMINATION OF THE CONTRACT

In addition to the general causes for termination of contracts provided for in the legal system, and those others provided for in this Contract, the following cases shall be cause for termination of this Contract or any of its extensions:

• a) The mutual agreement between the Parties formalized in writing.


• b) When the Client cancels the Contract during the trial period, which shall last fifteen (15) days from the date of execution of the Contract.


• c) By the expiration of the initial term of the Contract or, if applicable, of any of its extensions by mutual agreement between the Parties formalized in writing.


• d) For breach of any of the obligations foreseen in the present Contract, any of the Parties may unilaterally and automatically terminate the Contract.


• e) The total or partial breach, or irregular or defective performance for any reason of any of the Client's obligations under this Contract, including, but not limited to, default of payment by the Client, subrogation of its contractual position in favor of a third party without the mandatory authorization of the Provider in accordance with the provisions of Stipulation 14.s

11. PERSONAL DATA PROTECTION POLICY

The Parties shall be obliged, as data controllers under the obligations set out in Regulation (EU) no. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR") to process the personal data to which they have access or which are provided to them by the other Party for the proper performance of the obligations arising from this Agreement in accordance with the indications of the other Party, and not to disclose such data to third parties, not even for reasons of data preservation, and to implement all legally required security measures in order to preserve the integrity, confidentiality and availability of the personal data.

Data of the representatives of legal entities.

The personal data of individuals involved in the business relationship between the Parties acting on behalf of the Parties, will be treated by both as Responsible Parties in accordance with the applicable data protection regulations. These natural persons are informed that their personal data:

• • Will be processed for the purpose of managing the contractual relationship and by legal obligation, being necessary for the effectiveness of this contract.


• • May be communicated to the relevant authorities when required.


• • Will be processed for the duration of the contract, after which they will remain blocked for the period of prescription of any legal or contractual actions that may be applicable.

In addition, they may exercise, at any time, their rights of access, rectification, deletion, opposition, portability and limitation of processing (or any others recognized by law) by written notification to any of the Parties, to the attention of the data protection officer or delegate, at the e-mail address dpo@fourvenues.com; if they consider that their rights are not duly addressed, they may submit any claim or request related to the protection of personal data to the Spanish Data Protection Agency at www.aepd.es

The Parties undertake to comply fully with the obligations set forth in Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data, (General Data Protection Regulation, "GDPR"), in the Organic Law 3/2018 of December 5, 2018, on the Protection of Personal Data and guarantee of digital rights (LOPDGDD) and in any other applicable legal obligations on data protection as well as those contained in this clause.

In particular, the parties shall apply the security measures required by the RGPD and the LOPDGDD, being liable for any penalty, fine or damage that may be imposed on any party as a result of a breach of the obligations under the data protection laws.

Transfer of personal data.

During the present commercial relationship between the Provider and the Client, the natural persons, clients of the Client, will contract with the Client by means of the Provider's services regulated in this contract. Therefore, the natural persons will first provide their personal data to the Provider, which will manage the process, and will transfer the data to the Client to fulfill the contract signed between the natural person and the Client.

The basis of legitimacy for the assignment is the contractual relationship.

The transfer of personal data is regulated in accordance with the obligations described below.

• i. Duty of secrecy



The Provider undertakes, in accordance with the provisions of Article 5 of the LOPDGDD, to maintain the duty of confidentiality with respect to all personal data contained in the data files to which it may have access through any means as a result of this Agreement.

For these purposes, the Provider guarantees that the persons authorized to process personal data have undertaken to respect confidentiality or are subject to a confidentiality obligation of a statutory nature.

• ii. Instructions from the Client

The Provider undertakes to process the personal data to which it has access only in accordance with the documented instructions given to it by the Client for this purpose. This commitment shall also extend to International Transfers of Personal Data to a third country or an international Organization, unless obliged to do so under Union or Member State law applicable to the Processor, in which case the Processor shall inform the Controller of this legal requirement prior to processing, unless such law prohibits it for important reasons of public interest.

Consequently, the data known or obtained by virtue of this Contract may not be used for any purpose other than the performance of this Contract, shall be confidential and shall not be published or made known to third parties without the prior written authorization of the Client, except in cases expressly authorized by law.

Notwithstanding the foregoing, certain user data for which the Client is Responsible may be processed by the Provider, this time acting as Responsible, for its own purposes and the users always accepting, for such processing, the Provider's Privacy Policy. The purpose of the processing of such data will be to manage the registration of the user on the Provider's platform, to allow the user to purchase new tickets, to access certain services or discounts or to facilitate the management of claims, among other processing operations. Therefore, the personal data of users whose processing is necessary for the above-described purpose will not be subject to the Client's instructions described in this clause.

In this regard, the Provider undertakes to immediately inform the Client in the event that an instruction given by the latter could infringe the applicable data protection provisions of Community or Member State law.

• iii. Subcontracting the Processing

As a general rule, the Processor shall not engage another Processor without prior specific or general written authorization of the Controller; no subcontracting is envisaged under this contract. In the event that subcontracting is permitted, the Provider shall obtain prior authorization from the Client.

The Provider shall impose on the subcontractor the same obligations of protection as set forth in this clause. The Provider shall be fully responsible to the Client for its subcontractors, and shall be liable for the effective compliance with the data protection obligations of any subcontractors involved in the processing of personal data, whether appointed directly by the Provider or indirectly through a chain of subcontractors.

• iv. Records of Processing Activities



Within the framework of the provisions of Article 30 of the GDPR, the Provider shall keep a written record in electronic format of all categories of processing activities carried out which shall include at least the following information:

• • Name and contact details of the Provider's data protection officer and, if applicable, those of the Data Protection Officer.


• • Categories of data processed.


• • In case of international transfer, identification of the third country and appropriate collateral documentation.


• • Description of the technical, organizational, physical and administrative security measures.


• v. Notification of a personal data breach



The Provider undertakes to notify, without undue delay, any personal data security incident, in accordance with the nature of the data processed, the risks associated with the loss, destruction or alteration of such personal data and the information available to it.

In such notification, if possible, the Provider shall inform as described below:

• • Contract and service data affected by the security breach.


• • The nature of the data security breach, as well as, if possible, the categories and approximate number of data subjects affected, and the categories and approximate number of personal data records affected.


• • The estimated level of risk to the rights and freedoms of natural persons.


• • The contact details of the person who can provide more information about the security incident.


• • Of the possible consequences of the security incident.


• • Of the measures adopted or proposed to remedy the security breach and/or to mitigate the possible negative effects.



If at first the Provider is not able to report all of the above-mentioned issues, it shall report them as soon as it becomes aware of them.

• vi. Rights of the Data Subject



The Provider is responsible for the processing of the personal data of the Users who use its platform to access the Client's services. Consequently, it will respond to requests aimed at exercising the rights of the Data Subjects and their rights to access, rectification, erasure ("right to be forgotten"), opposition to the processing of their data, request for the portability of their personal data, limitation of processing, as well as the right not to be subject to an automated individual decision, including profiling.

If natural persons exercise their rights to the Client, the Client shall inform the Provider of such circumstance no later than 5 calendar days after receiving it by e-mail to dpo@fourvenues.com.

• vii. Return or destruction of data



Upon completion of the contractual performance or termination of the contract for any other reason, the Provider undertakes to return and/or destroy, in due time and form, the personal data to which it has access for the performance of the object of the Contract, as well as any support or document on which they are contained, and undertakes not to process, in any form or concept, such personal data.

• viii. Duty of cooperation

The Provider undertakes to provide the Client with all such information as may be necessary to demonstrate compliance with its obligations, and, where appropriate, shall inform the Client in relation to its adherence to an approved code of conduct, or its adherence to any certification mechanism that may guarantee compliance with its obligations in relation to the processing of personal data. In the event that the Provider is a member of a code of conduct or certification mechanism, the Client may require the Provider at any time during the term of the contract to provide documentary evidence thereof.

In the event that the Client so requests, the Provider shall allow audits and inspections in relation to the processing carried out by the Provider, either by the Client or by another auditor authorized by the Client.

The Provider R shall provide the support that, where appropriate, may be requested by the Client in the performance of the impact analysis and in the prior consultations that may be carried out with the competent authority on data protection matters.

• ix. International Transfers of Personal Data



International transfers of personal data are not foreseen. The Provider shall refrain from carrying out the required international transfer of data until the appropriate authorizations or guarantees have been obtained.

In the event that, after the conclusion of the Contract, the Provider should carry out international data transfers, for the proper provision of the service, the Provider may carry them out provided that the appropriate authorizations or guarantees have been obtained.

• x. Anonymization of data for statistical purposes.



Some of the personal data collected within the framework of this contractual relationship will be further processed for statistical purposes by the Provider, for which purpose they will be strictly anonymized. Consequently, it will not be possible to identify the natural person from their processing and, therefore, the regulations on the protection of personal data will no longer be applicable in this respect.

• xi. Collaborators



When Clients have previously communicated their data to any of Fourvenues' collaborators (for example, individual PR representatives, PR teams, clubs and/or promoters, third-party sales channels, or groups of clubs and/or restaurants, hereinafter, the "Collaborators") or if they already lawfully had them previously to access their services, such Collaborators will act as data controllers for the data communicated by the Clients, with the legal basis for such processing being the existing business relationship between the respective Collaborator and the Client.

These Collaborators may access certain information about the Clients that they have added to Fourvenues, both during and after the relationship between the Collaborator and the respective event organizers has ended.

12. CONFIDENTIALITY

Each Party agrees that all information that each Party may disclose to the other verbally, in writing or in any other medium or to which the Parties may have access as a result of this Contract is secret and confidential in nature, unless otherwise expressly agreed (the "Confidential Information").

Pursuant to the provisions of this Stipulation, each Party agrees to:

• a) Not to use, lend, grant, sell or disclose the Confidential Information received by the other Party or allow any of the foregoing to happen.


• b) To maintain absolute secrecy and reserve on all the news that, either expressly confidential, tacitly confidential, or presumably confidential, have been known directly or indirectly by the other Party by virtue of the present Contract.


• c) Not to disseminate orally, in writing, or by means of any computer medium any relevant or secret knowledge or news of the other Party and which has come to its knowledge during the relationship directly or indirectly with the same.


• d) Not to disclose and keep under strict confidentiality and secrecy the referred Confidential Information, expressly prohibiting the disclosure of any information and knowledge related to the General Terms and Conditions, Users, SaaS Services, the Platform and the content of the Contract in general.

The obligation of confidentiality provided for in this Stipulation shall not apply to information which at the time of the execution of the Contract was already in the public domain or the publication of which is required by law or by order of judicial or administrative, state or other authorities.

This Stipulation shall continue in force after the termination or resolution of this Contract as long as the Confidential Information referred to herein retains its secret and confidential nature.

Upon early termination and/or termination of this Contract, both Parties undertake to return or destroy, as the case may be, all documentation or information that they have mutually delivered to each other on the occasion of the execution of this Contract.

Without prejudice to the duty of confidentiality assumed by the Parties by virtue of this Stipulation, the Parties expressly agree that Fourvenues may publicly mention the Client as such, including the mention of its corporate name, as well as its general brand and logo, both in individualized presentations, events and/or webinars and on its website, as a mere reference, without prejudice to the Client's right to revoke such consent.

13. ASSIGNMENT AND SUBCONTRACTING

All rights and obligations of the Client arising from this Contract are non-transferable, and the Client may not assign or transfer them to third parties, either in whole or in part, nor assign its contractual position without the prior written consent of the Provider.

The Provider, for its part, reserves the right to assign, transfer and sublet the Platform and/or this, in whole or in part, to any company of its group of companies within the meaning of Article 42 of the Spanish Commercial Code, as well as to any third party other than its group of companies, although in this case by notifying the Client in writing.

14. APPLICABLE LAW AND JURISDICTION. COMPETENT COURTS

The Parties agree that, in all matters not foreseen in this Contract, as well as in the interpretation and resolution of conflicts that may arise between the Parties as a consequence of this Contract, the common Spanish legislation shall be applicable.

For any conflicts or discrepancies that may arise between the Parties in the interpretation and execution of this Contract, which are not resolved by mutual agreement, the Parties shall submit to the jurisdiction and competence of the Courts and Tribunals of Valencia, expressly waiving their own jurisdiction in cases where the procedural rules allow it, if any other.

Last updated as of October 11, 2024.