This agreement (“Agreement”) is made between,

Confexin Network Private Limited, a company incorporated under the Indian Companies Act, 2013, having its registered office located at 16, Navkranti CGHS, Plot Number 75, IP Extension, New Delhi, 110092 (hereinafter referred to as “Conferplace”, which expression shall unless repugnant to the context or meaning thereof be deemed to include a reference to its successors and permitted assigns);

And

Event Manager – Name and details mentioned in the form registry (hereinafter referred to as “Event Manager” which expression shall unless repugnant to the context or meaning thereof be deemed to include a reference to its successors and permitted assigns);

Conferplace and Event Manager shall hereinafter be individually referred to as a “Party” and collectively as the “Parties”.

For purposes of this Agreement “Representatives” shall mean all officers, directors, employees, contractors, professional advisers, agents, and consultants of the parties and/or their subsidiaries/group companies, as applicable to the context.

For purposes of this Agreement “Third Party(ies)” shall mean all natural persons, legal entities, statutory bodies, or any other entity of any nature whatsoever excluding any governmental authorities, the Parties, and their Representatives.

Recitals:

A. The Event (as defined below) is the property of the Event Manager, and the Event Manager has been appointed to organize the Event. Conferplace is engaged in the business of rendering ticket booking services through various voice and data channels, which enable customers to reserve/book tickets to various entertainment events without accessing physical points of booking/sale of the tickets to such events.

B. The Parties are entering into this Agreement in order to record the terms and conditions based on which Conferplace shall facilitate remote booking of tickets for the Event (as defined below) being organized by the Event Manager and other matters in connection therewith.

Now Therefore, in consideration of the mutual promises and agreements of the Parties herein expressed, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions

The following capitalized words and expressions, whenever used in this Agreement, unless repugnant to the meaning or context thereof, shall have the respective meanings set forth below:

1.1. “Confidential Information” shall include, but is not limited to, inventions, ideas, concepts, know-how, techniques, processes, designs, specifications, drawings, patterns, diagrams, flowcharts, data, Intellectual Property Rights, manufacturing techniques, computer software, methods, procedures, materials, operations, reports, studies, and all other technical and business information in oral, written, electronic, digital, or physical form that is disclosed by either Party and its directors, employees, advisors, and consultants and vice versa under this Agreement and any other agreements/documents and/or transactions contemplated between the Parties under this Agreement;

1.2. “Customers” shall mean the customers who have booked Tickets through Conferplace’s Platform for the Event;

1.3. “Event” shall mean [all events done by the organizer] at the Venue;

1.4. “Event Date” shall mean [all dates of the event];

1.5. “Intellectual Property Rights” shall mean all rights and interests, vested or arising out of any industrial or intellectual property, whether protected at common law or under statute, which includes (without limitation) any rights and interests in formats of inventions, copyrights, designs, trademarks, trade names, knowhow, business names, logos, processes, developments, licenses, trade secrets, goodwill, manufacturing techniques, specifications, patterns, drawings, computer software, technical information, research data, concepts, methods, procedures, designs, and any other knowledge of any nature whatsoever throughout the world, and including all applications made for the aforesaid, rights to apply in future and any amendments/modifications, renewals, continuations, and extensions in any state, country, or jurisdiction and all other intellectual property rights whether available at this time and/or in the future;

1.6. “Losses” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, and disbursements of any kind or nature whatsoever (including all reasonable costs and expenses of attorneys and the defense, appeal, and settlement of any and all suits, actions or proceedings instituted or threatened) and all costs of investigation in connection therewith;

1.7. “Ticket” shall mean a ticket or reservation (whether in physical or electronic form, as permitted under law) that allows the holder thereof access to the Event, on the Event Date, time and Venue identified in such ticket or reservation;

1.8. “Venue” shall mean [all venues at which the event will take place].

2. Appointment & Services

2.1. Event Manager hereby appoints Conferplace for providing the Services (as defined hereinafter). Conferplace hereby agrees and undertakes that it shall facilitate the booking of Tickets through the Platforms.

2.2. Conferplace is a service provider, and the sale of Tickets shall at all times be concluded between the Event Manager and the Customer. Accordingly, the Ticket issued to Customers shall be on behalf of the Event Manager.

2.3. Conferplace is not responsible for booking or sale of Tickets through any medium or at any location (such as the Venue or other physical points of sale) other than the following platforms (“Platforms”):

2.3.1. Websites owned or controlled by Conferplace (including “www.conferplace.com”) accessible through computers or WAP or GPRS-enabled mobile phones;

2.3.2. Mobile applications of Conferplace;

2.3.3. Voice and data channels (including IVRs) to be facilitated by Conferplace;

2.3.4. Any platforms owned and/or operated by third party(ies) associated with Conferplace; and

2.3.5. Any other booking medium that Conferplace may introduce in the future.

3. Responsibility of Event Manager:

The Event Manager shall:

3.1. Notify Conferplace in writing of all discounts, schemes, and benefits that it intends to offer in relation to Tickets at least 3 (three) days prior to such offer becoming effective;

3.2. Obtain all necessary approvals, permissions, licenses, no-objections, clearances, etc. from the relevant governmental authorities as may be required to hold the Event in accordance with the law and availing the Services, at its sole expense and cost;

3.3. Comply with all laws applicable to the Event in all respects;

3.4. Event Manager agrees to allow Conferplace to use and display copyrighted content of Event Manager on Conferplace’s platform for the promotion and advertisement of the Event;

3.5. Immediately notify Conferplace in writing if it discontinues or modifies any aspects of the Event (including any services/facilities associated with the Event) and/or Facilities;

3.6. Ensure the safety of Customers throughout the Event and undertake necessary measures and actions for such purpose and be solely responsible for any loss, damage, or injury caused to Customers without any recourse to Conferplace;

3.7. Promptly notify Conferplace in writing of any delay, postponement, or cancellation of the Event or any events, facts, circumstances, or developments that may be reasonably likely to result in any delay, postponement, or cancellation of the Event;

3.8. Defend at its cost, any suit, claim, or action brought against Conferplace in connection with the Services or the Event having regard to the expense and effort that the Event Manager would have reasonably invested as if the said suit, claim, or action has been brought against it;

3.9. Provide such information as Conferplace reasonably requests and shall otherwise cooperate with Conferplace in order to give full effect to the provisions/terms of this Agreement;

3.10. Reimburse the full cost and expense of any loss, damage, or injury caused to property or personnel (whether owned or contracted) made available by Conferplace at the Venue, for the purpose of the Event.

3.11. Without prejudice to any rights of Conferplace, Event Manager shall promptly notify Conferplace, in writing, if it is unable to fulfill its obligations mentioned above, whether or not on account of reasons attributable to it.

4. Responsibility of Conferplace:

4.1. Conferplace shall render the Services in a professional and competent manner.

4.2. Conferplace shall do its best at marketing the event based on the marketing package purchased by the Event Manager.

4.3. Conferplace shall help the Event Manager find the right service-providing vendors for the event to be organized, however, it is clarified that any cost and/or expenses incurred whilst finding and/or procuring services of the vendor shall be exclusively at the cost of the Event Manager.

4.4. Conferplace shall remove any/all information about an event if its organizing company requests Conferplace to do so via email at contact@conferplace.com. The changes shall reflect within 5 working days after the message is acknowledged by the Conferplace team.

4.5. Conferplace shall make sure the event listing looks visually impactful on its platform, however, Conferplace shall not be responsible in case the Event does not receive adequate or requisite footfall.

4.6. Conferplace does not represent, ensure, or guarantee to sell any minimum number of tickets for the Event.

5. Representations and Warranties of Parties:

Each Party represents and warrants to the other that:

5.1. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has all requisite corporate or other power and authority to execute, deliver, and perform its obligations under this Agreement;

5.2. It has taken all necessary action and has obtained all necessary consents, approvals, authorizations, licenses, and clearances to enter into this Agreement and to perform its obligations hereunder;

5.3. The execution, delivery, and performance of this Agreement by it do not and will not violate any applicable law, rule, or regulation or any order or decree of any court, tribunal, or any governmental authority to which it is a party or by which it or its property is bound or affected;

5.4. The execution, delivery, and performance of this Agreement by it do not and will not violate or breach any provision of its constituent documents; and

5.5. The execution, delivery, and performance of this Agreement by it do not and will not result in a breach of or constitute a default under any agreement, contract, arrangement, understanding, or instrument to which it is a party or by which it or any of its properties or assets is bound or affected.

6. Indemnity:

6.1. Event Manager shall indemnify and hold harmless Conferplace, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any third-party claims, demands, or actions arising from or relating to:

6.1.1. Any breach by the Event Manager of its representations, warranties, covenants, or obligations under this Agreement;

6.1.2. Any violation of applicable law by the Event Manager;

6.1.3. Any negligence, willful misconduct, or fraud by the Event Manager or its employees, contractors, or agents; and

6.1.4. Any claims arising out of or in connection with the Event, including but not limited to any claims by Customers.

6.2. Conferplace shall indemnify and hold harmless the Event Manager, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any third-party claims, demands, or actions arising from or relating to:

6.2.1. Any breach by Conferplace of its representations, warranties, covenants, or obligations under this Agreement;

6.2.2. Any violation of applicable law by Conferplace;

6.2.3. Any negligence, willful misconduct, or fraud by Conferplace or its employees, contractors, or agents.

7. Confidentiality:

7.1. Each Party agrees to keep confidential and not disclose to any third party any Confidential Information disclosed by the other Party, except to the extent required by law or necessary to perform its obligations under this Agreement.

7.2. The obligations of confidentiality under this Clause shall survive the termination or expiration of this Agreement.

8. Term and Termination:

8.1. This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Clause.

8.2. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party:

8.2.1. Materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach;

8.2.2. Becomes insolvent or bankrupt, or makes an assignment for the benefit of its creditors, or has a receiver or trustee appointed for its business or property, or any proceedings are commenced by or against it under any bankruptcy or insolvency law.

8.3. Upon termination of this Agreement:

8.3.1. Each Party shall promptly return or destroy all Confidential Information of the other Party in its possession or control; and

8.3.2. All rights and obligations of the Parties under this Agreement shall cease, except for those rights and obligations that by their nature survive the termination of this Agreement.

9. Governing Law and Dispute Resolution:

9.1. This Agreement shall be governed by and construed in accordance with the laws of India.

9.2. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties. The seat of arbitration shall be New Delhi, India. The language of the arbitration shall be English.

10. Miscellaneous:

10.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written, of the Parties.

10.2. Any amendments or modifications to this Agreement must be in writing and signed by both Parties.

10.3. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.4. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision.

10.6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

11: Event Cancellation

In the event of cancellation by the Client, a 2% cancellation fee will be charged. The cancellation must be communicated in writing to the Agency at least 30 days prior to the event date. Failure to provide timely notice may result in additional charges as specified in the agreement.