FIDIO TERMS OF SERVICE

Effective as of January 15, 2023

Thank you for visiting FIDIO’s web site (the “Site”) and for using our products and services (“Services”). The following are the terms of service (“Terms”) that govern the use of the Fidio websites and applications where these Terms appear (collectively, “Site”). Our Privacy Policy and any other policies, rules or guidelines that may be applicable to particular offers or features on the Site are also incorporated into these Terms. By creating an account, viewing content, making a purchase or otherwise visiting or using the Site and our services, you expressly agree to these Terms, as we may update from time to time.

This web page contains our full User agreement (“Agreement”). You may print this document for reference. Limited use of the Site is offered to you by FIDIO subject to, and conditioned upon your acceptance of, these Terms of Service. Your use of the Site constitutes your legally binding acceptance of and agreement to these Terms of Service. Under these Terms of Service only, Fidio grants you a license to view and use the interactive features of this Site. If you do not agree to these Terms of Service, you are not an authorized User and should discontinue any use of the Site and Services.

AGE OF MAJORITY, RIGHT TO ENTER INTO THIS AGREEMENT

You represent and warrant to Fidio that you are at least eighteen (18) years old and that you possess the legal right and ability to enter into this Agreement and to use the Site in accordance with this Agreement.

PRIVACY POLICY

Please review ourprivacy policywhich is available at www.fidio.ca/privacy. Fidio’s privacy policy explains how we treat User data and protect your privacy when you use our Services. By using our Services, you agree that Fidio can use such data in accordance with our privacy policies.

NOTICE REGARDING FUTURE CHANGES TO TERMS

FIDIO reserves the right to change or modify these Terms of Service (including, without limitation, FIDIO’s privacy policy) at any time without notice to you. Please read these Terms of Service carefully, as you are bound to comply with the provisions herein.

NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER

The Terms contain an arbitration agreement and class action waiver. Specifically, you and we agree that any dispute or claim relating in any way to the Terms, your use of the Site, or products or services sold, distributed, issued, or serviced by us or through us, will be resolved by binding, individual arbitration, rather than in court. By agreeing to individual arbitration, you and we each waive any right to participate in a class action lawsuit or class-wide arbitration. This agreement and waiver, along with some limited exceptions, is explained in Section 16 below.

1. Services

1.1. General

Fidio provides a marketplace for Afro-inspired artists, venues, festivals, and merchants (collectively, “Event Producers”) to offer live-streamed and pre-recorded entertainment events (“Events”) and to sell tickets (“Tickets”) to those Events to consumers (“Attendees”, collectively with Event Producers and other Site visitors, “Users”). In this regard, Fidio acts as an intermediary between Event Producers and Attendees and not an agent or broker of Event Producers. We do not guarantee any number of Tickets that will be available to purchase for an Event, the quality of the experience provided by an Event Producer, or the conduct of any User. We may make changes to the Services at any time, without notice. If you object to the changes, your sole recourse is to stop using the Site. Certain features of the Site may be subject to additional terms.

1.2. Event Producer Responsibilities

1.2.1. Tickets:

It is your duty as an Event Producer to accurately describe the experience in connection with any Tickets you offer and, by offering a Ticket, you agree that you will provide the experience described. If you fail to provide such experience, you agree to indemnify us and reimburse us for any refunds that we need to issue and damages that we suffer due to your failure. If your Event is postponed or rescheduled, you agree to provide the experience described in the Ticket at such reasonable later date. In the event that you do not provide the experience, we will not remit any payments to you unless and until we are satisfied (in our discretion) that Attendees will be issued replacement Tickets or refunds. Unless you have a separate agreement with us, you acknowledge and agree that all of your Events will be accessible to Attendees who purchase an individual Ticket or a subscription. You must also furnish a working contact and support email address which will be displayed on your Fidio store.

1.2.2. Event Producer Content:

You are responsible for creating the images, words, graphics, recordings and other content that are featured on your Event Producer page, communicated to your Attendees through Event Producer Communications (defined below), and performed and displayed as part of an Event (collectively, the “Event Producer Content”). You are solely responsible for securing all third-party permissions, licenses and approvals that may be required (e.g., from record labels, music publishers, managers, agents, etc.) for all Event Producer Content you make available on the Site, including without limitation to perform, display, record and replay a streaming Event, where applicable. You warrant and represent that, prior to providing any Event Producer Content to the Site, you have all of the foregoing permissions, licenses and approvals, and shall indemnify, defend and hold Fidio and its affiliates harmless from all claims in connection therewith.

1.2.3. Event Producer Communications:

You are responsible for all marketing/exclusive content text messages and/or emails featuring Event Producer Content in connection with Tickets (collectively, “Event Producer Communications”), including honoring any and all marketing opt-out requests and other compliance with applicable laws. As an Event Producer, you agree to indemnify, defend and hold us harmless for any liability or loss incurred by us as a result of the Event Producer Content or Event Producer Communications. As an Attendee, you release us from all liability in connection with any Event Producer Content and Event Producer Communications.

2. Account Registration

2.1. General:

You will not be required to register for an account in order to browse the Site as a general User. However, Users will be required to register for an Attendee account to use certain features of the Site, such as purchasing a Ticket and viewing Events, purchasing merchandise and for an Event Producer account to provide Events through the Site, and to offer Tickets to those Events and sell merchandise. Event Producers may also purchase Tickets from other Event Producers, in which case the purchaser would be an “Attendee” for purposes of that particular transaction.

2.2. Account Credentials:

By registering for an account, you agree that all information provided is accurate and complete. Your account username may not include the name of another person with the intent to impersonate that person, or be offensive, vulgar or obscene. Your account and your account username and password are personal to you, and you may not transfer or sell access to your account or use another User’s account without that User’s permission. You will be responsible for the confidentiality and use of your username and password, and for all activities (including purchases) that are conducted through your account. We will not be liable for any harm related to disclosure of your username or password or the use by anyone else of your username or password. You will immediately notify us in writing if you discover any unauthorized use of your account or other account-related security breach. We may require you to change your username and/or password if we believe your account is no longer secure or if we receive a complaint that your username violates someone else’s rights. You will have no ownership in your account or your username. We may refuse registration, cancel an account or deny access to the Site for any reason.

2.3. Event Producer Accounts:

An Event Producer may establish and manage its own account or delegate permission to authorized individuals to do so on its behalf, resulting in multiple User accounts associated with one Event Producer account. In such case, Event Producer and each authorized User are responsible for compliance with the obligations of Event Producer hereunder in these Terms and our Privacy Policy and the term “Event Producer” shall mean both the individual Event Producer and all authorized Users associated with its account. A particular User (such as a business manager, public relations manager, or social media manager) may be associated with more than one Event Producer account, in which case that User is responsible for compliance with the obligations of each Event Producer the User represents.

3. Attendee Purchases and Terms of Sale

3.1. General:

Fidio is an events-based ticketing platform for Event Producers’ streaming Events. We do not control the services advertised or provided by the Event Producer and do not manage or fulfil the merchandise that an Event Producer might include as part of an order. While we may collect information from Attendees with respect to merchandise (such as shipping and size information), the Event Producer is solely responsible for fulfilment of the merchandise orders and Fidio has no responsibility for the accuracy of any information collected, the shipping or fulfilment of the merchandise or with respect to the merchandise itself. We may from time to time offer special promotional offers (“Offers”) to Attendees. Offer eligibility is determined by us in our sole discretion, and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you.

3.2. Pricing:

We sell livestream Tickets on behalf of Event Producers, which means that the price for each Ticket for an Event is determined by the applicable Event Producer. Tickets are sold individually, and we may also offer a monthly or annual subscription. Subscriptions are all-access, subject to certain restrictions set by us. Subscription features may include:

• the ability to watch any eligible content without needing to purchase an individual Ticket,
• access to special Events (subject to an additional fee),
• the ability to add upcoming Events to schedule for notifications and planning,
• personalized recommendations, and
• the ability to create playlists.

Quarterly plans renew for 90-day periods and annual plans renew for 1-year periods. You must pay all fees (plus any taxes) during your subscription period and any renewal periods. Your subscription fees will be charged to the payment method you maintain in your account. We may adjust fees from time to time and will attempt to notify you in advance of any such fee changes prior to your next billing cycle. If you do not wish to accept a fee change, you may terminate your subscription by following the process in your account. If you choose to purchase a subscription, to the extent permitted by applicable law, your subscription will continue and automatically renew until terminated. There will be no refunds if you choose to terminate a subscription, however you will be able to continue to view Events through the end of your subscription term.

3.3. Fees and Taxes:

All prices are charged in U.S. Dollars (unless otherwise stated). Applicable taxes shall be separately assessed as required by law at the time of checkout. If applicable, currency exchange rates and foreign transaction fees are generally determined and applied by your payment provider, and you acknowledge and agree that we have no responsibility for refunding or compensating you for amounts or expenses incurred in connection with those fees. If the amount you pay for a Ticket is incorrect (regardless of whether it is incorrect because of an error in a price posted on the Site or otherwise communicated to you), if you are able to order a Ticket before its scheduled on-sale or presale date, or if you are able to order a Ticket that was not supposed to have been released for sale, then we will have the right to cancel that Ticket (or the order for that Ticket) and refund to you the amount that you paid. This will apply regardless of whether the error occurred because of human error or a transactional malfunction of the Site. If a refund is processed in error, or a refund exceeds the original amount paid, we reserve the right to recharge the original method of payment used at the time of purchase. Shipping and handling fees and taxes charged or collected by us for merchandise made available for purchase by an Event Producer will be added to your order and will appear as a separate charge on your order confirmation and receipt.

3.4. Method of Payment:

You agree to pay all charges incurred by you at the amounts in effect when such charges are incurred and agree that we and any of our third-party payment processors are authorized to immediately charge your credit card or other method of payment used at the time of purchase. You agree to immediately notify us of any change in your payment information. We reserve the right at any time to change our billing methods. All information that you provide to us or our third-party payment processors must be accurate, current and complete. You will not attempt to conceal your identity by using multiple Internet Protocol addresses or email addresses, or by any other means, to conduct transactions on the Site. You will not hold us liable if you do not comply with laws related to your transactions. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation or prosecution of you. We may cancel an order or prevent you from making future orders for any reason, including, without limitation:

• if you attempt to use the Site in breach of any applicable law or regulation, including but not limited to the card network rules or regulations;
• if you use the Site in breach of these Terms;
• if we suspect fraudulent, unlawful or improper activity regarding a payment;

3.4. Billing Information Verification:

All information on accounts and orders must be valid and are subject to verification. Orders are subject to credit card approval and are processed only after the billing address associated with your credit card and other billing information have been verified. Orders that are placed, or attempted to be placed, using an account with any information that is found to be false, misleading, incorrect, or incomplete, or that cannot be verified as belonging to the account holder, such as name, address, email address, phone number, IP address, or other account or billing information, are subject to cancelation, at any time. If your order is cancelled for any of the foregoing reasons, we may sell your Tickets to another Attendee without further notice. Occasionally, we receive incorrect billing or credit card account information for a Ticket order that can delay processing and delivery. In these cases, customer service will attempt to contact you, using the information provided at the time of purchase. If we are unable to reach you after our initial attempt, we may cancel your order and sell your Ticket to another Attendee without further notice.

3.5. No Resale, Transfer, and Promotions:

Purchases of all Tickets are personal to each Attendee, and the resale, transfer, or gifting of Tickets is expressly prohibited. Tickets may not be used for advertising, promotions, contests or sweepstakes unless formal written authorization is given by us.

3.6. Postponed or Rescheduled Events:

If an Event is postponed or rescheduled, your Ticket is still valid for the rescheduled Event date and we will not issue a refund. If an Event Producer cancels an Event, we will issue you a refund to the original method of payment used at time of purchase (as outlined below) unless your Ticket was part of a subscription, in which case you will not receive a refund. We will communicate to Attendees any changes to Event times on behalf of the Event Producer.

3.7. Refunds:

All sales are final and Tickets are non-refundable except in the limited circumstances where an Event is canceled. In our sole discretion, we may issue you a refund for a non-subscription Ticket due to a canceled Event and, in such event, we will issue a refund of the Ticket face value paid. If a refund is issued, it will be processed to the original method of payment used at time of purchase. We cannot issue a refund to a different credit or debit card. If your credit card or debit card number has changed, but is for the same account (e.g., a new card has been issued for the same account), the refund will be processed to that account. You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to the Ticket you purchased. Without limiting the foregoing, you will not contact us to seek a refund or exchange from us when we are prohibited from providing one by the Event Producer, and you will not dispute or otherwise seek a “chargeback” from the company whose credit card you used to purchase the Ticket from the Site. Should you do so, your Tickets or subscription may be canceled, and we may, in our sole discretion, refuse to honor pending and future Ticket and subscription purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the Site.

3.8. Ticket Orders:

Individual Tickets are sold on a first come first served basis and while quantities last. Your Ticket or subscription order is confirmed when we send you a confirmation, in the form of a confirmation page or email. If you do not receive a confirmation number after submitting payment information, or if you experience an error message or service interruption after submitting payment information, it is your responsibility to confirm whether or not your order has been placed. We will not be responsible for losses (monetary or otherwise) if you fail to receive an order confirmation or if a confirmation is not generated for an order.

3.9. Ability to View an Event:

The ability to view a streaming Event may be limited depending on your Internet provider, your device, and your browser type. You are responsible for determining whether your Internet speed, device, and browser can support a streaming Event and Fidio strongly suggests that you test your Internet speed, device, and browser before making a streaming ticket purchase. Fidio is not liable for troubleshooting issues, Internet loading, or capacity issues if these cause Attendees to miss any part of an Event. Fidio does not assist with the production of the Event or any other part of the Event, including merchandise included with a Ticket, the length of the Event, and the ability to re-watch the Event. It is in the Event Producer’s sole discretion whether to permit Attendees to re-watch an Event after the original Event has taken place. Fidio is not liable for any issues during an Event, and only the Event Producer may approve refunds if any issues arise. Attendees may not photograph, film, or otherwise record Events and may not post any such photographs or recordings to social media or make any such recording publicly available without the Event Producer’s prior written permission in each instance. If you violate these provisions, in addition to seeking monetary damages against you, we and/or the Event Producer may seek an injunction against you to take down such recordings without posting a bond.

3.10. Donations:

3.10.1. General:

In partnership with a third-party, Fidio will offer Event Producers the option to implement a donation feature with regard to a specific Event, Ticket, or other service offering (the “Donation Services”). Charities are selected by Event Producers in their sole discretion and Event Producers are responsible for vetting all organizations with the third-party before utilizing the Donation Services. A more comprehensive donations policy will be provided when these Terms are updated.

4. Site Code of Conduct & Acceptable Use Policy

You agree that you will comply with all applicable laws, rules and regulations, and that you will not:

• Restrict or inhibit any other person from using the Site.
• Use the Site for any unlawful purpose.
• Express or imply that any statements you make are endorsed by us, without our prior written consent.
• Impersonate any person or entity, whether actual or fictitious, including any employee or representative of our company.

Fidio may refuse access to the Site or our Services if we believe a User has violated the Code of Conduct or any other provision of these Terms in our sole and absolute discretion.

5. Ownership of Content and Grant of Conditional License to use the Site

The Site and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that reside or are viewable or otherwise discoverable on the Site, and all Tickets obtained from the Site, (collectively, the “Content”) are owned by us or our licensors. Our licensors include Event Producers with regard to the Event Producer Content that they own and license to Fidio for the purpose of displaying an Event to Attendees hereunder. Other than Event Producer Content, we own a copyright and, in some instances, patents and other intellectual property in the Site and Content. We may change the Content and features of the Site at any time. We grant Users a personal, limited, conditional, no-cost, non-exclusive, non- transferable, non-sublicensable revocable license subject to the limitations below to view this Site and the Content, and to use the Site as an Attendee and/or Event Producer as otherwise permitted herein only if, as a condition precedent, you agree that you will not:

a) Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;

b) Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you submit;

c) Link to any portion of the Site other than the URL assigned to the home page of the Site;

d) "Frame" or "mirror" any part of the Site;

e) Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Content;

f) Remove any copyright, trademark or other proprietary rights notices contained on the Site;

g) Use any robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Content or the Site, including with respect to any CAPTCHA displayed on the Site. Operators of public search engines may use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past;

h) Use any automated software or computer system to search for, reserve, buy or otherwise obtain Tickets, discount codes, promotional codes, vouchers, gift cards or any other items available on the Site, including sending information from your computer to another computer where such software or system is active;

i) Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

j) Access, reload or refresh transactional event pages, or make any other request to transactional servers, more than once during any three-second interval;

k) Request more than 500 pages of the Site in any 24-hour period, whether alone or with a group of individuals;

l) Make more than 600 reserve requests on the Site in any 24-hour period, whether alone or with a group of individuals;

m) Reproduce, modify, display, publicly perform, distribute or create derivative works of the Site or the Content;

n) Reproduce or scan Tickets in a format or medium different from that provided by the Site;

o) Decode, decrypt, modify, or reverse engineer any Tickets or underlying algorithms or barcodes used on or in production of Tickets or the Site;

p) Use the Site or the Content in an attempt to, or in conjunction with, any device, program or service designed to circumvent any technological measure that effectively controls access to, or the rights in, the Site and/or Content in any way including, without limitation, by manual or automatic device or process, for any purpose.

This license is expressly conditioned on your pre-existing agreement to comply with, and your actual compliance with, each of the provisions described in this Ownership of Content and Grant of Conditional License section. This license exists only so long as you strictly comply with each of the provisions described in this section. Any use of the Site or Content by you or anyone acting on your behalf that does not strictly comply with each and every provision in this section exceeds the scope of the license granted to you herein, constitutes unauthorized reproduction, display, or creation of unauthorized derivative versions of the Site and Content, and infringes our copyrights, trademarks, patents and other rights in the Site and Content. You will not acquire any ownership rights by using the Site or the Content.

The registered and unregistered trademarks, logos and service marks displayed on the Site are owned by us or our licensors. You may not use our trademarks, logos and service marks in any way without our prior written permission.

6. Chat and User Content

We may host livestream Event Producer chats (“Chats”). We reserve the right to restrict or terminate your access to the Chats at any time, for any reason. If your access to a Chat has been restricted or terminated, you may not create a second account or register with a new name and/or email address in order to evade such restrictions or termination. Use of the Chat feature is at your own risk. We are not responsible for and disclaim all liability associated with any content posted by a User (“User Content”) or other third-party content that may be available in a Chat. All opinions and views expressed in a Chat are solely those of the posting User.

Users may not post affiliate links, blogger codes, auction site postings, links to competitive ticketing and/or streaming platforms, links to other commercial websites, your own blog, social media accounts, or any other commercial content. Be respectful in how you express your opinions. Personal attacks, harassment, and rude, insensitive, or offensive comments are prohibited whether they are directed at Artists, Fans, or Fidio staff. Chats are designed for bonding over common interests related to the Event. Comments related to your dissatisfaction with a purchase, assistance with an order, or other customer service-related issues should be directed to Customer Service. Should you have a problem with a User or post, please take a screen shot and contact Customer Service. Be careful about sharing personal or private information through a Chat. Even if you’re posting through a username and not your real name, it can be easier than you think to find out someone’s real name and identity. Don’t post anything anonymously that you wouldn’t be comfortable sharing publicly. Respect another User’s request if the User prefers not to communicate with you. Do not request other Users to contact you outside of a Chat.

As between you and us, you own all rights to your User Content. If you submit User Content to the Site, you grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, reproduce, modify, create derivative works of, distribute, publicly perform, display, archive and commercialize your User Content, in our sole discretion, in all formats and in all media channels now known or hereinafter discovered, without any compensation or acknowledgment to you or anyone else. This license will not affect your ownership in your User Content, including the right to grant additional licenses to your User Content, except if it conflicts with these Terms. We are not obligated to post, display or otherwise use any User Content, or to attribute your User Content to you. You will not make or authorize any claim against us that our use of your User Content infringes any of your rights. Statements, opinions, and reviews posted by participants in a Chat may be inaccurate, offensive, obscene, threatening or harassing. We do not endorse and are not responsible for these posts. We will not be liable for any loss or harm caused by the post or your reliance on information obtained through the post.

You will be responsible for your User Content and the consequences of posting it. By submitting User Content, you represent to us that (i) you own, or have the necessary permission to submit the User Content and to grant the licenses to us under this section, (ii) your User Content does not violate the Code of Conduct and Acceptable Use Policy contained in these Terms, and (iii) you have the written permission of every identifiable person in the User Content to use that person’s name and likeness in the manner contemplated by the Site and these Terms or, if the person is a minor, the written permission of the minor’s parent or legal guardian.

You understand that User Content posted to Chats will be viewed by other Users, that you have no expectation of privacy with regard to such User Content, and that your ability to delete User Content after posting may be limited due to the nature of the Chat.

We will have the right (but not the obligation) to monitor the Site, and the User Content, and to disclose any User Content and the circumstances surrounding its submission in order to operate the Site properly, or to protect ourselves, our sponsors and other Users, or to comply with legal obligations or governmental requests.

If we are notified that your User Content does not comply with these Terms, we may investigate the allegation and may decide to remove your User Content and cancel your account. We may also hold you liable for any User Content that infringes the rights of a third party and require you to pay or reimburse us for any amounts we believe are necessary to resolve any complaint. Enforcement of these guidelines is in our sole and absolute discretion, and our failure to enforce them in certain instances does not constitute a waiver of our right to enforce them in other instances.

If you use any review feature of the Site or provide us with any communications, comments, questions, suggestions, or other feedback relating to the Site or our Services (collectively, “Feedback”) your Feedback will be treated as non-confidential and non-proprietary and you grant to us the right to use such Feedback for any purpose whatsoever, including the development of new products and services, without any attribution or compensation to you.

7. Claims of Copyright Infringement on the Site

7.1. Under Canada’s Copyright Act and the Digital Millennium Copyright Act of 1998 (the “DMCA”) if you believe in good faith that any content on the Site infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include:

• a) your (or your agent’s) physical or electronic signature;
• b) identification of the copyrighted work on our Site that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification);
• c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Site;
• d) your name, address, telephone number and email address (if available);
• e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and
• f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at www.copyright.gov and the Canadian Intellectual Property Office.

7.2. Notices and counter-notices should be sent to Fidio Inc. by emailing copyright@fidio.ca. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice.

7.3. If you are found to be a repeat copyright infringer and we receive multiple DMCA or other copyright infringement notices regarding your User Content, you agree that we may take actions to prevent future infringement, such as:

• a) Blocking your account from future content uploads
• b) Terminating your account and access to the Site
• c) Putting your email address on a banned list
• d) Prohibiting you and anyone using your email address, IP address, or other identifying information from reopening your account or opening a new account

8. Termination

We reserve the right to terminate or suspend a User account or access to the Site at any time and for any reason, including your violation of these Terms as determined in our sole and absolute discretion. Whether you are an Event Producer or an Attendee, if we terminate or suspend your account, you will have no further access to your account, or anything associated with it, and the conditional license granted to you hereunder shall immediately cease. We will not have any liability to you for any suspension or termination of your account, including with regard to any deletion of Event Producer Content, Event Producer Communications, or other User Content. All provisions of these Terms which by their nature should survive, shall so survive the termination, including without limitation, ownership provisions, disclaimers of warranties, limitations of liability, and indemnities.

9. Third Party Links

The Site may contain links to other websites that may not be owned or operated by us. The fact that we may link to those websites does not indicate any approval or endorsement of those websites. We have no control over those websites. We are not responsible for the content of those websites, or the privacy practices of those websites. We strongly encourage you to become familiar with the terms of use and practices of any linked website. Your use of such other websites is at your own risk and is subject to the terms of use and privacy policies of those websites. It is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of viruses, worms, Trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

10. Access from Outside Canada

We operate the Site from our offices in Ontario, Canada. We do not represent that Content available on or through the Site is appropriate or available in other locations. We may limit the availability of the Site or any service or product described on the Site to any person or geographic area at any time. If you choose to access the Site from outside Canada, you do so at your own risk and you are responsible for following applicable local laws.

11. Rules for Sweepstakes, Contests, and Games

In addition to these Terms, sweepstakes, contests, games, or other promotions (collectively, “Promotions”) made available through the Site may have specific rules that are different from these Terms. By participating in a Promotion, you will become subject to those rules. You should review the rules before you participate in a Promotion. Promotion rules will control over any conflict with these Terms, except in all instances the arbitration agreement and class action waiver set forth below will control and apply.

12. Violation of these Terms

We may investigate any violation of these Terms, including unauthorized use of the Site. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation or prosecution of you. We may take legal action that we feel is appropriate. You agree that monetary damages may not provide us a sufficient remedy and that we may pursue injunctive or other relief for your violation of these Terms. If we determine that you have violated these Terms or the law, are stalking a User or someone associated with Fidio, or otherwise interfering with activities associated with a Ticket, or for any other reason or for no reason, we may cancel your account, delete all your User Content and prevent you from accessing the Site at any time without notice to you. If that happens, you may no longer use the Site or any Content. You will still be bound by your obligations under these Terms. You agree that we will not be liable to you or any third party for termination of your access to the Site or to your account or any related information, and we will not be required to make the Site or your account or any related information available to you. We may also cancel any Tickets sold or offered through the Site. We may refuse to honor pending and future offers made from all accounts we believe may be associated with you or cancel a Ticket order associated with any person we believe to be acting with you or on your behalf or exercise any other remedy available to us.

13. Disclaimer of Warranties

WE PROVIDE THE SITE AND THE CONTENT TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. WE TRY TO KEEP THE SITE UP, BUG-FREE AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND TO THE EXTENT THAT APPLICABLE LAW PERMITS THE DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE SITE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT THE SITE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. WE DO NOT GUARANTEE THE QUALITY OR STANDARD OF ANY OF THE TICKETS OR OTHER GOODS AND SERVICES THAT WE MAY OFFER THROUGH THE SITE FROM TIME TO TIME. YOU ARE TAKING THE RISK THAT THE EVENT PRODUCERS MAY NOT PROVIDE THE LEVEL OF INTERACTION THAT YOU WERE ANTICIPATING OR THAT THE TICKET OR OTHER GOOD OR SERVICE PURCHASED DOES NOT MEET YOUR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, INCLUDING USERS, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

14. Limitation of Liability

14.1. IN NO EVENT WILL WE OR OUR SUPPLIERS, SERVICE PROVIDERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OTHER THAN OUT OF POCKET EXPENSES, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT, OR ANY TICKET PURCHASED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) ANY FAILURE OF ANOTHER USER OF THE SITE TO CONFORM TO THE CODE OF CONDUCT, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ATTENDANCE AT A LIVE EVENT RELATING TO A PURCHASED TICKET OR SUBSCRIPTION OR ACCESS TO AND USE OF OUR SITE, (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE, (e) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR (f) ANY LOST, STOLEN OR DAMAGED TICKETS, OR THE FAILURE OF AN EVENT PRODUCER TO HONOR A TICKET OR SUBSCRIPTION. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY

FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US.

14.2. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF THE SITE WILL NOT EXCEED (I) THE GREATER OF ONE HUNDRED DOLLARS ($100) OR (A) IN THE CASE OF EVENT PRODUCERS, THE AMOUNT WE HAVE EARNED FROM YOUR USE OF THE SERVICES IN THE PAST SIX MONTHS, OR (B) IN THE CASE OF ATTENDEES, THE AMOUNT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES IN THE PAST SIX MONTHS. IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE BY YOU. OUR LIABILITY WILL BE LIMITED UNDER THIS PARAGRAPH TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THE PROVISIONS OF THIS PARAGRAPH WILL NOT APPLY TO THE EXTENT APPLICABLE LAW PERMITS THE RECOVERY OF DAMAGES, ATTORNEYS’ FEES OR COSTS OTHERWISE PROHIBITED UNDER THIS PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH THAT (A) PROHIBIT DAMAGES TO BE MULTIPLIED OR OTHERWISE INCREASED, (B) IMPOSE A DAMAGES LIMITATION OF THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT WE HAVE EARNED FROM YOUR USE AS AN EVENT PRODUCER OR THE AMOUNT YOU HAVE PAID US IN THE PAST SIXMONTHS AS AN ATTENDEE, AS THE CASE MAY BE, AND (C) PROHIBIT THE RECOVERY OF ATTORNEYS’ FEES AND COSTS, DO NOT APPLY IN CERTAIN STATES, INCLUDING WITHOUT LIMITATION NEW JERSEY, TO CLAIMS BROUGHT UNDER STATUTES PERMITTING SUCH RECOVERY.

15. Indemnification

If anyone brings a claim against us related to your use of the Site, your User Content, your Event Producer Content, your Event Producer Communications, your violation of these Terms, or your negligence or willful misconduct in connection with your use of the Site, you agree to indemnify, defend and hold us and our affiliated companies, suppliers, advertisers and sponsors, and each of our officers, directors, employees, and agents, harmless from and against any and all claims, damages, losses and expenses of any kind (including reasonable legal fees and costs). We reserve the right to take exclusive control and defence of any claim, and you will cooperate fully with us in asserting any available defences.

16. Disputes, Including Mandatory Arbitration and Class Action Waiver

YOU AND WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY RELATING IN ANY WAY TO THE TERMS, YOUR USE OF THE SITE, OR PRODUCTS OR SERVICES SOLD, DISTRIBUTED, ISSUED, OR SERVICED BY OR THROUGH US—IRRESPECTIVE OF WHEN

THAT DISPUTE, CLAIM, OR CONTROVERSY AROSE—WILL BE RESOLVED SOLELY BY BINDING, INDIVIDUAL ARBITRATION AS SET FORTH IN THESE TERMS, RATHER THAN IN COURT. YOU AND WE THEREBY EACH AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT YOU AND WE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16.1. Exceptions. The arbitration agreement and class action waiver set forth in this Section 16 shall be subject to these limited exceptions: You may assert claims in small claims court if your claims apply. If a claim involves the conditional license granted to you as described in the Ownership of Content and Grant of Conditional License section above, either of us may file a lawsuit in a federal or state court located within the Province of Ontario, Canada or at Fidio’s discretion, in the United States Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in the United States, and you further agree to and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action and we both consent to the jurisdiction of those courts for such purposes. In the event that the arbitration agreement in the Terms is for any reason held to be unenforceable, any litigation against us (except for small claims court actions) may be commenced only in a federal or state court located within the Province of Ontario, Canada, and you and we each consent to the jurisdiction of those courts for such purposes. You and we each retain the right to participate in class-wide settlement of claims.

16.2. Informal Dispute Resolution. You and we each recognize and agree that good faith, informal efforts to resolve disputes often result in prompt, low-cost, and mutually beneficial outcomes. Therefore, you and we each agree that, before either of us may commence an arbitration or assert a claim in small claims court, you and we will engage in the following informal dispute resolution process: The party seeking to initiate a claim in arbitration or small claims court (“claimant”) must give written notice to the other party (“respondent”). To notify us that you intend to initiate informal dispute resolution, you must send an email to Fidio, Inc. at legal@fidio.ca, providing: your full name; the email address and mailing address associated with your Fidio account; your counsel’s name and contact information, if you are represented by counsel; and a brief description of your claim(s) and the relief sought. To notify you that we intend to initiate informal dispute resolution, we will email you at the email address associated with your Fidio account and provide a brief description of our claim(s) and the relief sought, and our counsel’s name and contact information. You and we will then personally meet and confer, via teleconference or videoconference, in a good faith effort to informally resolve any claim covered by this mutual arbitration agreement. If either you or us is represented by counsel, that counsel may participate in the informal dispute resolution conference. All offers, promises, conduct, and statements made in the course of the informal dispute resolution process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the informal dispute resolution process. The informal dispute resolution conference shall occur within sixty (60) days of receipt of the written notice described above unless an extension is mutually agreed upon by you and us. If, after participating in that conference, you and we have been unable to resolve the dispute, the claimant may commence an arbitration or assert a claim in small claims court in accordance with this arbitration agreement. Any statute of limitations will be tolled while you and we engage in the informal dispute resolution process described in this section.

16.3. Governing Law; Interpretation and Enforcement. The arbitration agreement in the Terms is governed by the Arbitration Act (1991, S.O. 1991, c.17) (“AA"), including its procedural provisions, in all respects. This means that the AA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver. State arbitration laws do not govern in any respect. Further, you and we each agree that the Terms evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.

16.4. Arbitration Generally; Relief Available. There is no judge or jury in arbitration, and court review of an arbitration award is limited pursuant to the AA. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the Terms as a court would. For the avoidance of doubt, the arbitrator can award public injunctive relief if authorized by law and warranted by the individual claim(s).

16.5. Arbitration Proceedings and Rules. The rules and procedures of the ADR Institute of Canada (ADRIC) shall apply to all arbitral proceedings.

16.7. Delegation; Interpretation. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable; however, in the event of a dispute about which particular version of this Agreement you agreed to, a court will decide that specific question. This arbitration agreement is intended to be broadly interpreted and will survive termination of the Terms.

16.8. Limited Right to Appeal. As explained above, court review of the arbitrator’s decision is limited pursuant to the AA; however, the Terms provide a limited right to appeal the arbitrator’s decision to a panel of arbitrators, as set forth in this sub-section. Specifically, in the event that the arbitrator awards injunctive relief against either you or us, the party against whom injunctive relief was awarded may – within 21 days of the arbitrator’s final decision – appeal that decision to JAMS, in accordance with the following procedure: a) Except as otherwise provided by the Terms, the appeal will be conducted pursuant to the JAMS Optional Arbitration Appeal Procedure, available at www.jamsadr.com. b) To commence an appeal, a party must submit the Demand for Arbitration Form available at www.jamsadr.com, and must also provide notice to the other party in the manner described above in this section. c) The JAMS appeal panel will consist of arbitrators who are either (a) retired state or federal judges or (b) licensed attorneys with at least 20 years of active litigation experience and substantial expertise in the substantive laws applicable to the subject matter of the dispute. d) The JAMS appeal panel will conduct a de novo review of the arbitrator’s decision. e) Except as provided in the AA, there will be no right of appeal from the JAMS appeal panel’s decision.

17. Relationship Between the Parties.

Nothing contained in these Terms of Service shall be construed to constitute you and FIDIO as partners or joint venturers or to constitute employment or any type of agency. These Terms of Service control the relationship between FIDIO and you. These Terms of Service do not create any third party beneficiary rights.

18. Full Integration.

These Terms of Service constitute the entire agreement between you and FIDIO related to this Site. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form a part of this agreement, and these Terms of Service supersede all prior written, oral, or electronic agreements between you and FIDIO relating to this Site.

19. Written Agreement.

These Terms of Service constitute a written agreement between you and Fidio. A printed version of these Terms of Service, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.

20. Force Majeure.

Fidio shall not have any liability to you hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.

21. Severability

It is our belief that the Terms do not contain any provision contrary to law. However, if any part of the Terms is determined to be illegal, invalid, or unenforceable, you agree that: (a) that part shall nevertheless be enforced to the extent permissible in order to affect the intent of the Terms, and (b) the remaining parts shall be deemed valid and enforceable. 18. Terminating our Services. You may stop using our Services at any time. Fidio may also stop providing Services and Site Content to you or add or create new limits to our Services at any time for any reason. Fidio, at its sole discretion, and with or without notice to you, may: i) terminate this Agreement between Fidio and you and/or your Accounts, and you will remain liable for all amounts due under your Account up to and including the date of termination; ii) terminate your license to the Services and software; and iii) preclude your access to the Site and Services. Fidio reserves the right to modify, suspend or discontinue the Site, Services and/or Materials at any time with or without notice to you, and Fidio will not be liable to you or to any third party should FIDIO exercise such rights. 19. Questions If you have any questions, comments or complaints regarding these Terms or the Site, please contact us at:

Fidio Technologies Inc. 95 Kenesky Drive, Waterdown, ON L8B 1Y3 admin@fidio.com