THIS AGREEMENT(together with the annexure attached hereto, this "Agreement"), is executed and effective as on today by and between:

INTERVINE GLOBAL SOLUTIONS PVT LTD,a company incorporated under the Companies Act, 1956 and having its registered office address at GOA (hereinafter referred to as “First Party” or “Intervine” which means and include, unless repugnant to the context or meaning thereof mean and include its liquidators, successors, receivers and assigns) of the ONE PART;

AND

Partner, an entity existing under the laws of India (hereinafter referred to as "Second Party" or “Vendor” which means and include, unless repugnant to the context or meaning thereof mean and include its affiliates, assigns, liquidators, successors and permitted assigns) of the OTHER PART.

WHEREAS

1. Invervine has developed and is the owner of certain software through which it enables business or individuals to promote and sell their tickets/passes online. Invervine is engaged in the business of providing online listing, payment solutions and ticket management services.
2. The Second Party is inter alia engaged in the business of lifestyle, clubbing or restaurant. The Second Party has agreed to partner with Invervine by marketing, assisting in signing up, selling tickets and integrating customers with Invervine Services.
3. For mutual interest and benefits, the Parties hereto are desirous of recording the terms and conditions of this understanding under this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby AGREE as follows:

1. DEFINITIONS:

   Unless the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

   1. “Agreement” means this agreement, including the recitals, schedules, appendices, annexures and exhibits and any amendments thereto from time to time.
   2. “Intervine Platforms” means the Intervine Website, Mobile App or APIs.
   3. “Confidential Information” shall mean all and any information:
   1. which either Party may have or have acquired before or after the date of this Agreement in relation to the Services and processes of either Party, any other related information, trade secrets and all other information designated as confidential by the Party from time to time;
   2. which either Party may have acquired before or after the date of this Agreement in relation to the customers, business, operations, financial conditions, assets or affairs of the other Party resulting from: negotiating this Agreement; or exercising its rights or performing its obligations under this Agreement; or which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).
   4. “Person” means any individual, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).
   5. “Customers” shall mean any person or entity who are availing services or products using Invervine Services.
   6. “Onboarding” or “Integration” is the process that is required to be completed to enable a Partner to be registered on Invervine’s platform pursuant to which the Partner would be able to avail of Invervine Services.
   7. “Invervine Fees” means the minimum rates set out in Part A of Annexure I that are chargeable by Invervine as consideration for Invervine Services.
   8. “Invervine API” shall mean a software product developed and owned by Invervine which assists in showing events, tickets, payments, makes partner payouts, manages flow and much more through powerful APIs..
   9. “Transaction” shall mean a financial transaction conducted by the Customer through Invervine Services.



Recitals:

1. The Event/passes is the property of vendor. Intervine is engaged in the business of rendering ticket booking services through various Intervine Platforms to the customers to reserve / book tickets to various entertainment events without accessing physical points of booking / sale of the tickets to such events.
2. The Parties are entering into this AGREEMENT in order to record the terms and conditions based on which, Intervine shall facilitate remote booking of tickets for the Event (as defined below) being organised by the vendors 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. Appointment & Services


1. Intervine hereby agrees and undertakes that it shall (a) facilitate the booking of Tickets through the Intervine Platforms ; and it is clarified that:
2. Intervine is a service provider and the sale of Tickets shall at all times be concluded between the Vendor and the Customer. Accordingly, the Ticket issued to Customers shall be on behalf of the Vendor; and
3. Intervine is not responsible for booking or sale of Tickets through any medium or at any location (such as the Venue or other any physical points of sale) other than the Intervine platforms.


2. Responsibility of Vendor:
Vendor shall:
1. notify Intervine 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 and shall give an exclusive right to Intervine to make the same offer to customers in respect of booking of Tickets through the Platforms;
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 law and availing the Services, at its sole expense and cost;
3. comply with all laws applicable to the Event in all respects;
4. immediately notify Intervine, if it discontinues or modifies any aspects of the Event (including any services / facilities associated with the Event) and/or Facilities;
5. 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 Intervine;
6. promptly notify Intervine 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;
7. it will provide such information as Intervine reasonably requests and shall otherwise cooperate with Intervine in order to give full effect to the provisions/terms of this AGREEMENT;


3. Responsibility of Intervine:
Intervine shall render the Services in a professional and competent manner.

4. Representations and Warranties of Parties:
1. Each Party represents and warrants to the other that:
2. It is duly organized, validly constituted under the laws applicable to it and is in good standing and that it has full authority and necessary approvals, no objections, permissions as required under law, contract and its charter documents to enter into this AGREEMENT and to perform its obligations hereunder according to the terms hereof; and
3. That execution and delivery of this AGREEMENT and the performance by it of its obligations under this AGREEMENT have been duly and validly authorized by all necessary corporate or other action as may be required by it. This AGREEMENT constitutes legal, valid, and binding obligation of such Party, enforceable against it in accordance with the terms hereof.


5. Consideration & Payment Terms
The consideration receivable by Intervine for the Services is as follows:

1. Intervine will charge Intervine Fee to the vendor and it will not be charged separately to the customer.
2. In case of any paid promotion, payment for the promotion package shall be made in advance prior to the event.
3. The following terms shall be applicable to payments to be made under this AGREEMENT:
1. Promotion Fee shall be paid to Intervine, as mentioned by the vendor within 3-4 days after the signing of the agreement.
2. Intervine shall release all the payments collected by it on account of booking of Tickets through the Platforms to the Vendor in a 7-day payment cycle. Payment shall be credited to the Vendor on Friday for the tickets sold till Wednesday.
3. Upon completion of the Event or month, Intevine shall raise an invoice to the vendor for the amount of the Intervine Fee and such other costs that Intervine may have incurred as may have been mutually agreed between the Parties. Although the commission of Intervine will be deducted automatically in the payouts.
4. Cancellation of Event
If due to any reason whatsoever whether or not attributable to the Vendor, the Event is cancelled, not held at the time or venue originally published or delayed past the Event Date or if there is any material change to the Event that entitles customers to seek refunds for the Tickets booked through the Platforms, Intervine may charge an amount as a cancellation charge to the vendor.
1. In the event any refund of the Ticket price and any other costs (such as payment gateway charges) (“Refund Amount”) are required to be processed by Intervine, the Vendor shall remit to Intervine an amount equivalent to the Refund Amount within 7 (seven) days of being notified by Intervine in this regard. Vendor shall refund all refunding charges borne by Intervine including Payment Gateway Charges. Intervine shall be entitled to adjust the same against the amounts pending release to the Vendor under Clause 5.2(a,b), if any.
5. Limitation of Liability of Intervine



In no event shall Intervine, nor any employee, officer, affiliate, director, shareholder, agent or sub-contractor acting on behalf of Intervine be liable to any third party for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of the performance of this AGREEMENT, including, but not limited to, damages resulting from or arising out of the omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions by third parties, resulting in any failure of the performance of Intervine. Vendor shall be solely responsible for the accuracy of all information relating to the Event including validity of the Ticket prices and any other charges and/or other information relating to the Services. Other than as expressly provided in this AGREEMENT, Intervine shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, Customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations relating to or in respect of the Services unless it is directly related to the Services. Such services shall be the sole responsibility of the Vendor and the Vendor shall bear any and all expenses and/or costs relating thereto.



6. Intellectual Property Rights



Subject to Clause 8.2 below, each Party agrees and acknowledges that all the copyrights, trademarks, proprietary and/or licensed software, service marks and trade secrets (“Intellectual Property”) of each Party while conducting the business contemplated under this AGREEMENT shall always belong to such respective Party.

1. A Party shall be permitted to display the name and / or trademark of the other Party solely on advertisements, promotional material or collaterals relating to the Event issued by or on its behalf the Party and for no other purpose.
2. Each Party agrees that it shall not do or commit any acts of commission or omission, which would impair and/or adversely affect the other Party’s rights, ownership and title in its Intellectual Property or the reputation / goodwill attached to its trademarks, trade names and corporate name.


7. Term and Breach of AGREEMENT and Termination
1. Unless extended mutually in writing by the Parties, this AGREEMENT shall be valid for the period mentioned in Schedule 2 of this AGREEMENT (“Term”).
2. A Party may terminate this AGREEMENT immediately by notice, if despite notice of breach from the non-defaulting Party, the defaulting Party has not cured the breach within a period of 10 (ten) days of being notified of the breach as aforesaid.
3. Upon receipt of a termination notice from the Vendor, Intervine shall be entitled to immediately discontinue the display of advertisements relating to the Event displayed on its Platforms, if any.
4. Termination of this AGREEMENT shall be without prejudice to any rights accrued by Parties prior to termination hereof.
8. Breakdown of Platforms



Any delay or failure in the performance by Intervine under this AGREEMENT shall be excused and shall be without liability if and to the extent caused by a technical or other failure of any of the Platforms for reasons that are beyond the reasonable anticipation or control of Intervine, despite Intervine’s reasonable efforts to prevent, avoid, delay or mitigate the effect of such occurrence.

6. Indemnity and Liability
1. It is hereby clarified that the Platforms are only a medium through which the Vendor has chosen to promote the Event and any dispute or claim of the customers regarding the organisation of the Event shall be resolved directly by the Vendor, with the customers, without any reference to Intervine, [except for the purpose of processing any refunds to customers who have made bookings using a Platform provided that the Vendor shall have reimbursed to Intervine the relevant amount to be refunded in advance.
2. In the event any suit, claim or action is brought against Intervine in connection with the Event, such suit, claim or action shall be defended by the Vendor at its cost having regard to the cost and effort that the Vendor would have reasonably invested as if the said suit, claim or action had been brought against it.
3. Each Party agrees to indemnify and hold harmless the other for any losses caused / suffered to such other due to any breach of the representations, warranties and covenants of such Party.
7. Confidentiality
   Each Party agrees that during the Term of this AGREEMENT it will: (i) only disclose Confidential Information to its employees, officers, directors, agents and contractors (collectively “Representatives”) on a need to know basis. All customer data collected by Intervine or in the possession of Intervine shall be the exclusive property and considered as Confidential Information of Intervine and Vendor shall not claim any right, title, interest whatsoever over such property.
8. Taxes
   Each Party shall be liable to pay all applicable taxes respect of the income it earns in accordance with Applicable Law. At all times the obligation to pay entertainment taxes and the liabilities, requirements and obligations associated with the payment of entertainment taxes shall at all times be the responsibility of the Vendor. In case Party is under an obligation to deduct tax at source and/or any levy/tax, the deducting Party shall issue a requisite certificate to the other Party evidencing such deduction of tax.
9. Governing Law and Dispute Resolution
   The Courts at Goa shall have the exclusive jurisdiction to try all suits or proceedings, matters or things in connection with this AGREEMENT. All disputes arising under this AGREEMENT shall be referred to arbitration which shall be governed by the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator and the seat of arbitration shall be Goa. The language of arbitration shall be English.
10. Binding Effect
    Notwithstanding anything contained herein, this AGREEMENT shall be legally binding on the Parties and shall be enforceable against them.
11. Amendments
    Subject to the terms of this AGREEMENT, no modification of this AGREEMENT shall be binding upon the Parties unless the same is in writing and signed by an authorised representative of each Party. Part performance shall not be deemed a waiver of this requirement.
12. Counterparts
    This AGREEMENT may consist of more than 1 (one) copy, each signed by the Parties to the AGREEMENT. If so, the signed copies are treated as making up the one document and the date on which the last counterpart is executed is the Signing Date.
13. SeverabilityIf any provision or part thereof of this AGREEMENT shall be held void or becomes void or unenforceable at any time, then the rest of the terms of this AGREEMENT shall be given effect to as if such provision or part thereof does not exist in this AGREEMENT. The Parties agree that such an event shall not in any manner affect the validity and the enforceability of the rest of the AGREEMENT.
14. Entire Understanding and Set Off
    This AGREEMENT contains the entire arrangement, agreement and understanding of the Parties that relates to the subject matter. Except as specifically contemplated hereunder, no Party shall be entitled to set-off any amounts payable by it to the other Party under this AGREEMENT against any amount payable by the other Party to it under any other arrangement between them or vice versa.

IN WITNESS WHEREOF, authorized officers of the Parties hereto have duly executed this Agreement as of the later of the dates as given below.