Annexure I – Affiliate Partner Terms

1. DEFINITIONS

   1. In addition to the terms defined elsewhere in these Terms, the following definitions shall also be referred to and applied throughout these Terms:

      1. “Adjustment Event” means any event which causes an adjustment to the amount of the Materialized Transaction, including but not limited to chargebacks, credit card fraud, cancellations, and/or refund payments;
      2. “Applicable Laws” shall mean any law, statute, rule, regulation, ordinance, direction, guideline, judgment, award, decree, writ or other binding action or condition imposed by any government department/agency or instrumentality of any governmental authority, or any court or arbitral tribunal or any self-regulatory body of any jurisdiction which is applicable to a Party or to which its business or assets may be subject;
      3. “Commission” means the amount computed and paid in terms of Clause 7, in consideration for the Partner hosting the Links and the Permitted Promotional Content and facilitating the initiation of Materialized Transactions;
      4. “Content” means all information related to the Activities, descriptive or otherwise, available on the Headout Platform. This includes information like Experience information and descriptions, guest reviews, metadata, cancellation or no-show policies and general terms of the Supply Partner and photos, video, pictures, blogs including any updates, modifications, replacements, additions or amendments;
      5. “Customer” means a visitor to the Partner Platform(s) who concludes a booking for Tickets on the Headout Platform after being directed from the Partner Platform to the Headout Platform;
      6. “Customer Data” means all personal information of Customers, including but not limited to names, addresses (including email addresses), credit card details, and such other confidential and private information relating to a Customer;
      7. “Headout Partner Platform” is the website operated by Headout where a Partner can create a Partner Account;
      8. “Headout Partner Program” means the Headout owned and operated program that enables the Partner to earn Commission by hosting, on the Partner Platform, Permitted Promotional Content and facilitating movement of Customer traffic to the Headout Platform;
      9. “Intellectual Property” means any patent, copyright, inventions, design, trade mark, trade name, brand, logos, service mark, exclusive content including Permitted Promotional Content, know-how, or, where relevant, any application for any such right, know-how, trade or business name, the domain name (including all top-level domain variants) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world; “Intellectual Property Rights” means all rights associated with such Intellectual Property;
      10. “Link” means any embedded icon, object, graphic, or text within a web page on the Partner Platform(s) leading to the Headout Platform or a Partner generated email that contains a hypertext pointer to the Headout Platform;
      11. “Materialized Transaction” means any successful transaction for booking Tickets, initiated on the Partner Platform and concluded on the Headout Platform as per Headout's terms and conditions for transactions with customers;
      12. “Monthly Revenue” means the total sales value generated by Headout in a month from Materialized Transactions initiated through the Partner Platform. Provided however, Monthly Revenue shall exclude any refunds made or promised to be made to the Customer and any discount coupon applied by the Customer;
      13. “Paid Search” means any form of online advertising that ties the presentation of an ad to a specific keyword-based search request;
      14. “Partner Account” means the account created by the Partner on Headout Partner Platform. Headout will provide the Partner with the promotional codes, Links, Permitted Promotional Content and other relevant information through this Partner Account;
      15. “Partner Group” means the subsidiaries and other group companies/businesses that are under the direct or indirect control of the Partner, are controlling the Partner or are under common control;
      16. “Partner ID” means the unique identifier, assigned by Headout for use by the Partner to enable Headout to identify that a Materialized Transaction was initiated by the Customer only from the Link;
      17. “Partner Platform” means any website directly or indirectly owned, controlled, hosted, and/or operated by the Partner, or companies/businesses within the Partner Group;
      18. “Permitted Promotional Content” means any content, related information, relevant codes (including promotional codes), or images provided by Headout to the Partner for the purposes of performing obligations under these Terms;
      19. “Predatory Advertising” means the process of creating links and banners on websites (other than the Partner Platform), spawn browser windows, or generating traffic from a website (other than the Partner Platform);
      20. “SEM” or “Search engine marketing” means and includes a digital marketing strategy with a special focus to increase the visibility of a website in search engine result pages. Activities like paid placement, paid advertising and listing are included under Search Engine Marketing;
      21. “SEO” or “Search engine optimization” means the process used for improving the quantity or quality of traffic to a website or a web page from search engines via search results, organic or otherwise, and/or realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords;
      22. “Supply Partner” means the entity that owns, operates or manages the Experience whose Tickets are listed on the Headout Platform;
      23. “Third Party Platforms” means any third-party search engine (marketing provider), meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other similar channels or other forms of traffic hosting media, whether online or offline.
   2. The headings to the Clauses of these Terms are for reference purposes only and the same shall not affect the understanding and interpretation of any provision in these Terms.
   3. Unless otherwise required, singular words shall include the plural and vice versa, words importing one gender include every gender and references to a “person” include any persons, any forms of legal entities, corporate bodies and unincorporated associations.
2. AUTHORIZATION AND HOSTING
   1. Headout hereby authorises you to host the Link along with the Permitted Promotional Content, in the manner contemplated under these Terms and also based on Headout's guidelines, if any, issued from time to time. It is clarified that you shall not host the Permitted Promotional Content on any platform (whether electronic or otherwise) other than the Partner Platform.
   2. Headout agrees to provide you with Links and/or Permitted Promotional Content and or any other additional content as deemed appropriate by Headout. However, if directed by Headout at its sole discretion, you shall, within three (3) days of receipt of a notice, remove the Links and/or Permitted Promotional Content and or any other additional content.
   3. You shall ensure that Links hosted on the Partner Platform (pursuant to Clause 2.1) direct the Customers to the Headout Platform, thereby facilitating the Customers access to the Headout Platform and to book Tickets.
   4. Headout is entitled to revise, amend or modify the Permitted Promotional Content and in relation to the same, any instructions issued by Headout for revising, amending or modifying the Permitted Promotional Content shall be forthwith implemented by you. For the purpose of clarity, you shall host only the Permitted Promotional Content that is shared by Headout.
3. REGISTRATION WITH HEADOUT
   1. You must register with Headout by submitting accurate information on the Headout Partner Platform. It is your responsibility to ensure all details remain accurate throughout the partnership. Headout reserves the right to suspend the Program if inaccurate information is provided.
4. REPRESENTATIONS AND WARRANTIES
   1. Each Party hereby represents and warrants that:
      1. it has the power and requisite authority, permission, approval and sanction to enter into and to exercise its rights and to perform its obligations hereunder;
      2. it has taken all necessary action to authorize the execution of and the performance of its obligations hereunder;
      3. the obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable;
      4. neither the execution nor performance of these Terms will contravene any provision of any Applicable Laws; or any contract, agreement or document by which it is/may be bound.
   2. You hereby represent and warrant that:
      1. you own or operate a website, digital platform or digital portal that hosts information about inter alia travel, travel products, travel experiences and other associated information and you either own the brand and trade name, domain name, or dedicated webpage associated with the Partner Platform or have obtained the necessary rights/license to host the Partner Platform through such domain name, account or dedicated webpage on any existing domain as the case maybe;
      2. you have the right, title and interest, including without limitation all Intellectual Property Rights, upon and relating to the Partner Platform, including but not limited to, all software, technology, information, content, materials, guidelines, and documentation and any derivative works or enhancements thereof;
      3. you hold and shall continue to hold, renew and maintain all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business of operating the Partner Platform and will provide forthwith upon request any documentation that Headout may need to fulfil legal requirements;
      4. the Links shall be accurately set up on the Partner Platform, such that Customers accessing the Links are directly taken to the Headout Platform without being directed to any other platform, webpage, website or application;
      5. the Permitted Promotional Content and the Links will be placed prominently and conspicuously on the Partner Platform, to enhance visibility to the Customer;
      6. commercially reasonable administrative, technical and physical procedures, including but not limited to industrially acceptable physical, technical, administrative, and organizational safeguards are established to ensure that no viruses or malicious codes like malware, spyware, key-loggers, bots (as the expressions are generally understood in the computing industry) are introduced on the Partner Platform or the Headout Platform, and that there is no corruption or modification or compromise of either platform, system or application;
      7. you do not promote or engage in misleading, illegitimate, or fraudulent activities of any form or nature, including activities that cause Headout to wrongly believe that you are operating a digital portal or website to attract Customers or transact with Customers;
      8. you are serious and vigilant about the Intellectual Property Rights of third parties and shall not take any action that may adversely affect such Intellectual Property Rights of the third parties;
      9. you do not display any inappropriate, improper, or unlawful content, reference, material, information, links or banners on the Partner Platform;
      10. you shall maintain a separate and distinctive identity and shall not copy the design of the Headout Platform with an intent to create an impression that the Partner Platform is owned or operated by Headout or under Headout Platform.
   3. Headout hereby represents and warrants that it either owns the Permitted Promotional Content and the Intellectual Property Rights therein without any encumbrance or holds the Permitted Promotional Content and the Intellectual Property Rights therein under a valid license with the right to sub-license.
   4. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. HEADOUT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE HEADOUT PLATFORM, INCLUDING WHETHER IT WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.
5. OBLIGATIONS OF THE PARTNER AND OPERATIONAL RESTRICTIONS
   1. You shall ensure the Link embedded on Partner Platform contains the Partner ID. You acknowledge that the embedding shall enable Headout to establish a link between a given Materialized Transaction and the Partner Platform. You agree and acknowledge that the Partner ID is the only identifier that Headout will evaluate while recording Materialized Transactions and assigning the appropriate credit to you, for the purpose of computing the Commission. You agree and acknowledge that you will not be entitled to Commission for Materialized Transactions referred via Links devoid of Partner IDs or Links with incorrect Partner IDs.
   2. You shall refer and/or forward all customer service-related issues in a prompt and swift manner, directly to Headout on the given email IDs i.e. partnerships@headout.com and you shall not directly engage with the Customer in this regard.
   3. Subject to restrictions under these Terms, you shall take all necessary and requisite actions, in compliance with the law and the terms of these Terms, to generate and enhance traffic to Headout Platform.
   4. You shall use the Permitted Promotional Content on an 'as is' basis and shall not use any other content to fulfill its obligations under these Terms.
   5. You shall not corrupt, modify, disable, sell, redistribute, sub-license, or transfer Links and/or the Permitted Promotional Content.
   6. With respect to the Permitted Promotional Content, you shall not conduct or perform any marketing activity including but not limited to Paid Search, SEM or SEO activities that may unfairly influence the results of Third Party Platforms.
6. INTELLECTUAL PROPERTY RIGHTS
   1. Headout hereby grants the Partner a non-exclusive, worldwide, royalty-free, and fully paid-up license to use, display, reproduce, market and promote the Permitted Promotional Content and the Intellectual Property Rights therein, solely in connection with hosting such Permitted Promotional Content on the Partner Platform, to facilitate the Customers to access the Links and consequently access the Headout Platform. Notwithstanding anything contained hereinabove, the Partner shall not carry out any paid advertising on search engines or any other platform by using Headout's Intellectual Property. Headout is entitled to communicate, from time to time, names of Headout trademarks, trade names, logos and other Intellectual Property that shall not be used by the Partner in any advertising, marketing or promotional activities.
   2. All Intellectual Property, including any and/or all patents and applications, inventions, trade secrets, design, methods, processes, know-how, software, copyrights, copyrights registrations and applications, trade names, corporate names, logos, common law trademarks, trademark registrations and applications, computer programs, applications or software whether in source, object or executable code and any proprietary rights in such programs, including documentation and other materials or documents related thereto, owned by a Party, its licensors or sub-contractors as on the Effective Date shall continue to be owned by such Party, its licensors or sub-contractors. Except as expressly provided in these Terms, the other Party shall not acquire any right, title or interest in or to such Intellectual Property Rights.
   3. Headout shall own all right, title and interest in and to any Intellectual Property (including the Permitted Promotional Content as applicable) created or developed by Headout, its employees or agents or its sub-contractors for its internal use or for sharing with the Partner for the purpose of hosting on the Partner Platform.
   4. The Partner shall own all right, title and interest in and to any Intellectual Property created or developed by the Partner, its employees or agents or its sub-contractors for its internal use. It is further clarified that, subject to the limited rights granted to the Partner to use the Permitted Promotional Content and carry out the Partner's obligations as contemplated herein, any and all Intellectual Property Rights relating to the Permitted Promotional Content shall rest solely with Headout.
   5. The Partner agrees to not sub-license the rights provided under this clause to any third party without obtaining Headout's prior written consent.
7. COMMISSION AND PAYMENT
   1. Headout hereby agrees to share an executive summary of the Materialized Transactions, with you within five (5) business days of the closing of each calendar month. This executive summary shall have all the relevant details in respect of Materialized Transactions, Ticket cancellations, and Commissions, including reconciliation of Commissions against Ticket cancellations, during the previous calendar month. You agree that the computation of Commission, which will be specified in the Partner Account or communicated separately, can vary on an Experience-to-Experience basis. Simultaneously, Headout shall create a self-billing invoice on behalf of You and make the payment towards the Commission. You, on receipt of such executive summary shall then tally the data within fourteen (14) business days of receipt of such executive summary. The Parties shall endeavour to resolve discrepancies, if any, before the next billing cycle. In case of any discrepancy, Headout shall make adjustments in the next billing cycle. Provided however, you agree and acknowledge that Headout shall pay the Commission only if the Commission has crossed a minimum threshold (if any) that is specified in the Partner Account or has been communicated to you.
   2. Only such Materialized Transactions will be considered towards the calculation of Commission, if the Materialized Transaction was initiated from the Link on the Partner Platform. In case Materialized Transaction is concluded without a Partner ID or because of Headout's efforts including but not limited to Headout's marketing efforts, such transaction will not be considered a Materialized Transaction and will accordingly not be considered for computation of Commission.
   3. Headout will not pay any Commission to you for the Materialized Transaction that has been cancelled, rejected or disputed by the Customer or a Ticket has been cancelled by the concerned Supply Partner. Commissions paid for such Materialized Transactions will be reconciled against Commissions payable by Headout or you shall refund such Commission amounts to Headout within thirty (30) business days from the date of invoice issued by Headout.
   4. The Parties may mutually decide on the currency in which the payment of Commission will be paid. In case any charges are applicable towards currency exchange, You agree that such charges shall be solely borne by you. Additionally, you shall also be responsible to understand such additional charges that may be levied by your local banks.
   5. In case, post Commission payment (“Original Payment”), any Adjustment Event(s) affecting the Monthly Revenue comes to the knowledge of Headout, it shall recalculate the amount of the Commission payment (“Revised Commission”) by taking such Adjustment Event(s) into account and make necessary adjustments in the next billing cycle.
   6. Any Partner specific promotional codes shared by Headout directly on the relevant Partner Account will count towards Monthly Revenue. Headout reserves the right to amend, review, or vary the promotional codes and corresponding calculation with regard to the Commission at any time in its sole discretion.
   7. You will be solely responsible for any taxes that may become due on the services provided by you. No additional payment will be made by Headout with regard to such taxes.
   8. As far as withholding of any tax, if any, is required with regard to any payment to you, Headout shall withhold the applicable amount from such payment and pay such amount to the relevant authorities in accordance with any Applicable Laws.
   9. You can write to payables@headout.com in case of any doubt related to invoices.
8. OTHER COVENANTS
   1. Operation of the Partner Platform(s):
      1. You shall keep the Partner Platform(s) and the content therein up-to-date and operational at all times.
      2. In case of any errors or omissions on the Partner Platform, you shall promptly take the necessary corrective actions.
   2. Headout's relationship with Supply Partners:
      1. You understand that Headout's relationship with the Supply Partners is of utmost importance and you shall not take, or omit to take, any action which may adversely affect Headout's relationship with the Supply Partners.
      2. You shall always deal with Headout in a respectable manner without undermining Headout's goodwill, or otherwise act in a manner detrimental to Headout.
   3. Proper and efficient use of the Permitted Promotional Content and the Headout Platform:
      1. You shall make sure that the Headout Platform is always used in a legitimate manner. You shall not scrape, programmatically evaluate or extract information from the Headout Platform, in any manner whatsoever.
      2. You shall not extract or use content from the Headout Platform on the Partner Platform(s).
      3. You shall not resell the bookings made through the Headout Platform to any third party.
   4. Brand Protection:

      You hereby agree to the following with an aim to protect the brand of Headout:

      1. You shall not use any logo(s), trade name(s), image(s) or trademark(s) that are deceptively similar to Headout's Intellectual Property. You shall also not copy the content available on the Headout Platform. This shall not affect the rights granted by Headout, under these Terms, to you for use of any Headout's logo(s)/trademark(s)/Content on the Partner Platform(s).
      2. You or any of the Partner Group companies shall not bid on the Headout's trade name(s)/trademark(s) for marketing purposes using search platforms like google, Microsoft, yahoo etc with an aim to divert traffic to Partner Platform(s). You shall also avoid any Predatory Advertising activity.
      3. You or any of the companies under the Partner Group shall not purchase/register/acquire/gain access to a domain name in any manner, which is deceptively similar to that of the Headout Platform and/or use it for redirection purposes.
      4. Nothing in these Terms shall transfer or deem to transfer any right, title or interest in the Links, Permitted Promotional Content, and/or the Intellectual Property of Headout to you in any manner whatsoever.
      5. You shall not amend/modify the Intellectual Property of Headout including Permitted Promotional Content, without Headout's prior written consent. Without prejudice to Clause 6.2 and Clause 6.3, in case of any ambiguity regarding the ownership associated with any Permitted Promotional Content, you agree and acknowledge that Headout owns such Permitted Promotional Content. You agree not to make any adverse claim in respect of such Permitted Promotional Content.
   5. Compliance with Spam Regulations:
      1. You shall always comply with the spam regulations of the relevant countries, including regulations such as the CAN-SPAM Act of the United States of America and perform, including but not limited to, the following obligations:
         1. Don't use false/misleading information
         2. Identify the message/mail as ad
         3. Honor and provide opt-out option
      2. You agree to promptly adhere to, observe, and comply with all reasonable requests made by Headout with an aim to avoid any breach of the spam regulations.
9. AUDIT
   1. You hereby agree to permit Headout to perform an audit for the purposes of ascertaining information regarding the Partner Platform's information security and for the purposes of detection of any fraud, breach of Applicable Laws, and breach of these Terms (“Audit”).
   2. You agree that as long as you are a participant of the Headout Partner Program and for one (1) year post expiry/termination of these Terms, you shall retain copies of all books of accounts, business-related reports, data, records and systems related thereto, and/or any other relevant documents that are related to your participation in the Headout Partner Program, for the purpose of Audit as provided under the aforesaid clause.
   3. You also agree to support Headout in any form or manner and to the extent possible to facilitate the Audit in a smooth and successful manner.
10. TERM AND TERMINATION
    1. These Terms shall come into effect upon successful implementation of the Program and will remain in effect until terminated according to its terms. Either Party may terminate the relationship established under these Terms for any reason upon thirty (30) days prior written notice to the other Party.
    2. Headout shall have the authority to terminate these Terms without notice, and/or suspend the payment of Commission to the Partner, if:
       1. The Partner breaches any material term of these Terms or there are deficiencies or inaccuracies in the representations and warranties furnished in these Terms;
       2. There happens to be an event that will materially change the control of the Partner on its business/Partner Platform;
       3. The Partner does not respond to Headout's requests for information or communication in connection with the matters contemplated under these Terms.
    3. In case of termination of these Terms because of the reasons listed in clause 10.2, Headout shall also have the right to forfeit any/all outstanding payments due to the Partner. If the termination happens because of any other reason apart from the reason listed in clause 10.2 above, Headout shall clear all outstanding payments of the Partner within thirty (30) days of such termination date.
    4. If upon termination there is a balance to be recovered from the Partner, the Partner shall clear all the dues within thirty (30) days of the termination date.
    5. Upon termination of the relationship established under these Terms, the Partner must immediately remove from the Partner Platform and delete all Permitted Promotional Content, the Links, brand elements, software, documentation, and other materials, including Confidential Information received from Headout.
    6. Clause 6 (Intellectual Property Rights), 9 (Audit), 11 (Liability and Indemnity), Clause 12.1 to 12.3 (Confidentiality) and Clause 13 (Miscellaneous) shall survive the completion, expiration, termination or cancellation of these Terms.
    7. Termination of these Terms is without prejudice to either or both Parties' rights and remedies available under these Terms.
11. LIABILITY AND INDEMNITY
    1. Neither Party shall have any liability to the other Party for any losses suffered or incurred by the other Party hereunder, whether in contract, tort, or otherwise, arising from or related to any of the following:
       1. loss of profit, revenue, and business opportunity;
       2. loss or damage to goodwill/reputation;
       3. loss or damage resulting from any third party claims; or
       4. any indirect, special, punitive, incidental, or consequential loss or damage.
    2. Notwithstanding any contained in these Terms, no provision of these Terms shall diminish or exclude the liability of either Party for:
       1. payment of funds rightfully due and payable to the other Party;
       2. disclosure of Confidential Information other than as permitted under these Terms; or
       3. fraud or any fraudulent misrepresentation.
    3. Subject to Clauses 11.1 and 11.2, the Partner shall be held accountable to compensate, hold harmless, and defend Headout from and against any and all claims, damages, losses, liabilities, obligations, costs, and expenditures (including, without limitation, legal expenses) resulting from or relating to: (a) the Partner's negligence, fraud or wilful default; (b) material breach of these Terms; (c) any deficiency or inaccuracy in the representations and warranties in these Terms.
    4. If Headout is found to be liable to the Partner under these Terms, the total Commission paid to the Partner in the six (6) month period immediately before the date of the Partner's claim shall be the extent of Headout's liability to the Partner.
    5. In case a claim is received from a third party, the Party receiving such claim shall promptly notify the other Party and both the Parties shall act together in good faith and make commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim. In case, if any Party is not confident with handling such a claim, the other Party shall be entitled to take over a claim and assume the defense and settlement.
12. CONFIDENTIALITY AND DATA PROTECTION
    1. Each Party is required to maintain all non-public information acquired as a result of the signing and acting under these Terms completely confidential (“Confidential Information”). Customer Data shall be considered as a piece of confidential information amongst the other information gathered under these Terms that shall also be considered Confidential Information.
    2. Confidentiality obligations provided under Clause 12.1 does not apply:
       1. if such information later becomes public knowledge without any fault on the part of either Party;
       2. to any disclosure made according to applicable laws or regulations, any court order, or under the authority of an applicable governmental agency.
    3. Nothing in this clause shall restrict each Party to disclose Confidential Information to their respective employees, affiliates, advisers, or consultants, strictly on a need-to-know basis.
    4. To ensure the secure custody of any Confidential Information in its possession and to prevent unauthorized access to or use of such Confidential Information, each Party must adopt and maintain such security measures and processes as are reasonably practical. Except as may be required by these Terms, neither Party may use or replicate any Confidential Information, in whole or in part, in any manner.
    5. As far as Customer Data is concerned, each Party must rigorously abide by all Applicable Laws and regulations governing data protection in their relevant countries. Additionally, each Party should have a rigorous and compliant privacy policy that is readily available to the Customer and outlines how it collects and processes the Customer Data.
    6. In the event of a security breach, the Partner shall immediately notify Headout about the occurrence of any such an event, and in no scenario later than forty-eight (48) hours of the happening of such an event.
13. MISCELLANEOUS
    1. Notices: Any written or electronic notifications or communications about these Terms may be sent to the relevant Party at the address provided hereinabove, including the email address provided hereinbelow:
       1. Headout Email Address: legal@headout.com
       2. Partner Email Address: as provided while onboarding
    2. Relationship: A connection of principle to principle is established between the Parties by these Terms. Nothing above shall be interpreted as creating a partnership, agency or an employment relationship between the Parties.
    3. Entire Agreement: These Terms shall constitute the entire agreement between the Parties and supersedes any previous agreement/communication exchanged between the Parties on the subject matter. In the event of any conflict between these Terms and any other agreements/communication executed by the Parties, these Terms shall supersede.
    4. Amendment: Headout shall have the right to amend these Terms. In case any substantial changes are made by Headout that affect the rights of the Partner, Headout shall inform the Partner about such changes beforehand.
    5. Addendum: In case the Parties want to have a special understanding that shall govern the relationship of the Parties in addition to these Terms, they shall do so by signing an addendum for such special understanding.
    6. Authority Confirmation: The individual accepting these Terms on behalf of the Partner hereby represents and warrants that they possess the requisite authority to enter into a legally binding contractual relationship with Headout.
    7. Assignment and Third-Party Beneficiaries: Both Parties are prohibited from assigning, transferring, or encumbering any of their rights or obligations under these Terms without the other Party's prior written consent, with the exception of Headout, which may do so without the Partner's prior written consent in the case of an affiliated company. Whenever there is an assignment, transfer, or encumbrance of this kind, the Partner will be informed.
    8. Severability: In the event, any provision or part of these Terms is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Terms, will be inoperative.
    9. Force Majeure: In the event, either party is unable to perform its obligations under these Terms because of acts of God, war, strikes, epidemic, government order/restrictions, flood, explosion, or failure of the internet, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. If such delay or non-performance persists for more than ninety (90) days, either Party may terminate these Terms on written notice to the other without incurring any further liability under its terms.
    10. Independent Evaluation: The Partner is only relying on the representation, promise, or statement made under these Terms and has read and independently assessed all of the provisions of these Terms and the merits of joining the Headout Partner Program.
    11. Governing Law & Jurisdiction:
        1. The Parties agree that, before initiating any litigation concerning these Terms or their respective obligations hereunder, they will attempt in good faith to resolve their disputes in an amicable manner. through an acceptable alternative dispute resolution procedure. Each Party covenants (i) not to unfairly use litigation or the threat of litigation to harass or intimidate the other Party; and (ii) not to assert frivolous claims or defences in any dispute between them.
        2. If the Parties are unable to settle the dispute amicably as aforesaid within a period of thirty (30) calendar days from the invocation of notice for settling the dispute in an amicable manner, by either of the Parties, the dispute shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The seat and venue of arbitration shall be New York and the tribunal shall consist of one (1) arbitrator mutually appointed by the Parties. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding on the Parties.
        3. This Agreement is governed by, construed and enforced in accordance with the laws of the State of New York, without reference to conflict of laws principles. Subject to Clause 13.11.2, each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of New York for the purposes of seeking interim relief in aid of arbitration and enforcing the arbitral award. Notwithstanding anything to the contrary, Headout may, in its sole discretion, waive its right to seek relief under Clause 13.11.2 and approach the courts to seek relief under this Clause 13.11.3.

Annexure II – Distributor Terms

1. Definitions and Interpretation

   1. Definitions: In these Terms, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

      1. “API” or “Application Programming Interface” means Headout's software that can establish a communicative link between the Headout Platform and another computer resource, including the Distributor platform, for the purpose of allowing such computer resource to access the Headout Platform and to gain visibility over the information pertaining to the Ticket inventory hosted on the Headout Platform.
      2. “Applicable Laws” shall mean any law, statute, rule, regulation, ordinance, direction, guideline, judgment, award, decree, writ or other binding action or condition imposed by any government department/agency or instrumentality of any governmental authority, or any court or arbitral tribunal or any self-regulatory body of any jurisdiction which is applicable to a Party or to which its business or assets may be subject.
      3. “Confidential Information” shall mean any information that is disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) and shall include:
         1. Information of a confidential nature concerning the trade secrets or business dealings, transactions or affairs of the Disclosing Party that may come to the notice of the Receiving Party during or in connection with the performance of these Terms and that, in the context, is reasonably understood by the Receiving Party to be the confidential or proprietary information; and
         2. Any Information relating to the methods or techniques used by the Disclosing Party in developing or providing its services
         3. Any information related to the Disclosing Party's Intellectual Property Rights and any documents tapes or other materials comprising any part of such information made available to the Receiving Party;
         4. oral information disclosed by the Disclosing Party to the Receiving Party, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the Disclosing Party within a reasonable time after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the Receiving Party.
      4. “Data Protection Legislations” means all relevant laws, in relation to: (a) data protection, (b) privacy, (c) interception and monitoring or communications, (d) restrictions on, or requirements in respect of, the processing of Personal Data of any kind, (e) actions required to be taken in respect of unauthorized or accidental access to or use of disclosure of personal data including laws addressing identity theft or security breach.
      5. “Distributor Fee” means the amount you are entitled to receive in consideration for offering and facilitating sale of Tickets, as mutually agreed between the Parties. Where the Parties do not specify the Distributor Fee, such fee shall be the differential amount between the Distributor Price or Selling Price (as applicable) and the Net Price.
      6. “Distributor Price” means the price determined and offered by you to the Customer. This can be higher or lower than the Selling Price.
      7. “Force Majeure Event” means any event outside the reasonable control of a Party including but not limited to act of God, fire, flood, lightning, epidemic, government restrictions, war, revolution, act of terrorism, riot or civil commotion, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services but excluding strikes, lock-outs or other industrial action of the affected Party's own employees or of permitted subcontractors.
      8. “Headout IP” means the Headout created or owned Intellectual Property associated with the Headout Platform or the Program Portal, including the Headout logo, related trademarks, trade names and content on the Headout Platform and the Program Portal.
      9. “Intellectual Property” means and includes names, logos, trademarks and service marks, copyrights, patents and proprietary technology, registered or unregistered, including without limitation, those names, logos, trademarks and service marks, copyrights and proprietary technology currently used or any which may be developed in the future. “Intellectual Property Rights” means all rights associated with or arising from such Intellectual Property.
      10. “Licensed Material” means and includes the logo, trade name, trademark or similar identifying material of the respective Party.
      11. “Net Price” means the Ticket price specified on the Headout Platform or the Program Portal (as may be applicable), and payable by you to successfully place an order for the Ticket.
      12. “Net Sale Proceeds” means the Total Sale Proceeds less the Distributor Fee.
      13. “Personal Data” has the meaning given under the relevant Data Protection Legislation, but data is also Personal Data for the purposes of these Terms if: it relates to legal persons and its processing, under or in connection with these Terms, is subject to any Data Protection Legislation that apply to data about legal persons as well as data about natural persons; and it includes any of the following information: name, address, telephone number, fax number, credit card or debit card information, insurance identifiers, internet protocol addresses, email addresses and information relating to the past, present or future health or condition (physical or mental) of an individual.
      14. “Platforms” collectively mean and include both the Headout Platform and your platform (hereinafter referred to as the “Distributor Platform”) and “Platform” means either the Headout Platform or the Distributor Platform as the context requires.
      15. “Program Portal” means the digital portal designed, owned and operated by Headout to facilitate distributors and agents to procure Tickets for the purpose of distribution to Customers.
      16. “Selling Price” means the price indicated against each Experience on the Headout Platform or as may be communicated to you by Headout from time to time, fetched by you and offered to the Customer as it is without any changes.
      17. “Ticket” includes a Headout branded voucher, physical ticket or e-ticket generated by the Program Portal (in case of access to the Program Portal) or generated by you (in case of communication with the API) and thereafter issued to the Customer for the purpose of redemption by the Customer at the Experience.
      18. “Total Sale Proceeds” means the monies collected by you, either by charging the Selling Price or the Distributor Price, on a monthly basis against the sale of Tickets for the Experiences.
      19. “VAT” means value added tax chargeable, “GST” means Goods and Services Tax, and “Sales Tax” means any other applicable sales tax chargeable in any country.
   2. Interpretation
      1. Headings are used for convenience and reference only; they shall not change, detract from, add to or in any way affect the meanings of the clauses therein.
      2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
      3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
      4. A reference to a person includes a reference to a company, partnership or individual.
      5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. ONBOARDING
   1. Simultaneously with the acceptance of these Terms, you shall access Headout Platform or the Program Portal (as may be applicable) and submit the necessary information (“Distributor Information”) sought on Headout Platform or the Program Portal (as may be applicable) to register yourself with Headout. Upon receipt of Distributor Information and on Headout's sole satisfaction of the sufficiency of such information, Headout shall permit you to establish API access to the Platform or assign to you access to an account on the Program Portal (as may be applicable).
   2. You hereby warrant that the Distributor Information submitted on the Headout Platform or Program Portal (as may be applicable) shall be true, accurate, and not misleading, and by submitting such information, you will not be violating any third-party Intellectual Property Rights, breaching any contract with a third party or contravening Applicable Law.
   3. You shall keep confidential the credentials pertaining to your API access to Headout Platform or your access to the Program Portal (as may be applicable). In the event the security of your credentials or your Program Portal account is compromised, you shall immediately notify Headout of the same and shall continue to remain liable for consequences of any damages or losses that ensue from such security breach.
   4. You shall, verify, amend or update your information on the Headout Platform or Program Portal (as may be applicable) to ensure that the Distributor Information is true and accurate at all times during the Term. You shall remain liable for any loss caused to Headout because of incorrect Distributor Information.
3. Representations and Warranties
   1. Each Party hereby represents and warrants that:
      1. it has sufficient authority to agree to and perform these Terms;
      2. it has taken all necessary action to authorize the execution of and the performance of its obligations hereunder;
      3. the obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable;
      4. neither the execution nor performance of these Terms will contravene provisions of any Applicable Laws; or any contract, agreement or document by which it is/may be bound.
   2. You hereby represent and warrant that during the subsistence of these Terms:
      1. you hold and shall continue to hold, renew and maintain all permits, licenses and other governmental authorisations (collectively referred to as “Permits”) necessary for conducting, carrying out and continuing its operations and business (including the business of operating the Distributor Platform, as applicable) and facilitating the Customers to book Tickets, and you will provide forthwith upon request any documentation that Headout may need to fulfill legal requirements;
      2. you own or have the necessary Permits to use and commercially leverage the trademarks/trade names under which you conduct your business;
      3. if applicable, you either own the dedicated webpage (and associated domain name) on which the Distributor Platform is hosted or you have obtained necessary rights/license to host the Distributor Platform through such domain name, account or dedicated webpage on any existing domain, as the case may be;
      4. if applicable, you have the right, title and interest, including without limitation all Intellectual Property Rights, upon and relating to the Distributor Platform;
      5. to the best of your knowledge, the Customers who transact on the Distributor Platform are or will be, as applicable, duly constituted entities under Applicable Laws, and can or will be, as applicable, able to carry on the business of marketing and distributing Tickets and that there are no restrictions on the Customers to carry on such activities.
   3. Headout hereby represents and warrants that:
      1. it has the necessary title and interest in relation to the Headout Platform, including the API.
      2. it has the right, authority and legal capacity to grant any rights in and to the Headout Platform and to use the Headout IP, as necessary, in connection with the performance of these Terms.
      3. use of the Headout Platform or the API will not infringe, misappropriate or otherwise violate any third-party rights including Intellectual Property Rights.
      4. it shall use reasonable commercial endeavours to ensure that the API or the Program Portal is available with an uptime that is consistent with standard industry practice. Provided that scheduled and emergency maintenance downtime may occasionally be necessary and reasonable notice of such downtime will be given to you. Headout makes no warranty with regard to emergency maintenance downtime that may be necessary during normal working hours on rare occasions.
      5. it has in place commercially reasonable administrative, technical and physical procedures including but not limited to industrially acceptable physical, technical, administrative, and organizational safeguards to ensure no viruses or malicious code like malware, spyware, key-loggers, bots (as the expressions are generally understood in the computing industry) are introduced through the API in communications between the Distributor Platform and Headout Platform.
   4. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. HEADOUT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUPPLY PARTNERS, EXPERIENCES, TICKETS OR THE PLATFORM, INCLUDING WHETHER IT WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.
4. Obligations of Parties
   1. Parties must maintain commercially reasonable administrative, technical and physical procedures including but not limited to industrially acceptable physical, technical, administrative, and organizational safeguards to ensure no viruses or malicious code like malware, spyware, key-loggers, bots (as the expressions are generally understood in the computing industry) are introduced, and that there is no corruption or modification or compromise of each Parties' systems or applications or Platform.
   2. Parties shall comply with all guidelines or compliance requirements related to safeguarding and securing the data, as mandated under the Applicable Laws including but not limited to any reasonable information security and safety standards established under the Data Protection Legislation.
   3. Neither Party shall in any manner misrepresent or embellish the relationship between the Parties (including by implying the existence of any affiliation), nor shall a Party express or imply any relationship or affiliation with any other person or entity except as expressly permitted by these Terms.
   4. Headout retains the right to monitor your website or Platform to ensure compliance with the provisions of these Terms and safety of Headout's website, Platform and Program Portal (as may be applicable). In case if Headout discovers that your website or Platform is non-compliant, Headout may notify you of any changes to be made. Upon failure by you to implement such changes within seven (7) calendar days from receipt of notification, Headout may immediately terminate these Terms, upon written notice to you.
5. Term and Termination
   1. These Terms shall come into effect simultaneously upon successful implementation of the Program and shall remain in force until terminated as per the terms of this Clause 5 (“Term”).
   2. A Party may terminate these Terms without cause on thirty (30) days prior written notice to the other Party. Notwithstanding the aforesaid, either Party may terminate these Terms:
      1. On immediate written notice if the other Party resolves to go into voluntary liquidation (other than a members' voluntary winding up for the purposes of a reconstruction of its affairs), presents or has presented against itself a winding up petition, compounds with its creditors, has a receiver, manager or administrative receiver appointed over to the whole or any part of its assets or property, presents or has presented against itself a petition for the making of an administrative order or becomes unable to pay its debts; or
      2. On immediate written notice if the other Party is in material breach of any of the terms provided under these Terms and has not remedied such breach or agreed to a satisfactory course of action within fourteen (14) days of having received written notice of the same from the non-defaulting Party.
   3. Any termination of these Terms by either Party shall be without prejudice to any other rights or remedies it may have and shall not affect any rights accrued or obligations arising on or before the date of termination. For the purpose of clarity, Headout agrees to honour and perform the services in relation to Tickets booked prior to the effective date of termination of this Terms. The provisions of this clause shall survive termination of these Terms.
   4. Immediately upon termination:
      1. Any license granted under these Terms will terminate immediately;
      2. Headout shall be entitled to disconnect API or Program Portal access (as may be applicable), block your access to the Distributor Account, remove or delete all Distributor Information shared and reset all security features and protocols of the Distributor account without any further notice or information;
      3. The Receiving Party shall return the Disclosing Party's Confidential Information in any medium in the Receiving Party's possession or control, containing or referring to the Disclosing Party's Confidential Information or if the Confidential Information is not returnable, the Receiving Party must permanently destroy or erase (on all mediums) the Confidential Information and certify in writing to the Disclosing Party, the destruction of such Confidential Information;
      4. If applicable, Headout will refund to you any unutilized balance of the Floating Deposit after deducting and adjusting amounts due from you to Headout.
   5. Clauses 6 (Intellectual Property Rights), 8 (Confidential Information), 9 (Indemnity and Limitation of Liability), 5.4, 5.5, and Clause 11 (General) shall survive the termination of these Terms.
6. Intellectual Property Rights
   1. All Intellectual Property, including any and/or all patents and applications, inventions, trade secrets, design, methods, processes, know-how, software, copyrights, copyrights registrations and applications, trade names, corporate names, logos, common law trademarks, trademark registrations and applications, computer programs, applications or software whether in source, object or executable code and any proprietary rights in such programs, including documentation and other materials or documents related thereto, owned by a Party, its licensors or subcontractors as on the Effective Date shall continue to be owned by such Party, its licensors or subcontractors and, except as expressly provided in these Terms, any other Party shall not acquire any right, title or interest in or to such Intellectual Property Rights.
   2. Neither Party shall copy, distribute, reproduce, modify, adapt, reverse engineer or use the other Party's Intellectual Property except as expressly permitted under these Terms.
   3. No promotional material about another Party will be published without such other Party's prior written consent. Upon notice from one Party, the other Party shall immediately terminate the use of any advertising materials using such Party's name or logo.
   4. Neither Party shall contest or impair, directly or indirectly, the other Party's ownership of any of its Intellectual Property anywhere nor shall it claim that the use of such Intellectual Property under an authorization will inure to its own benefit. Neither Party will assist others to contest or impair the same and each Party hereby expressly acknowledges the other Party's superior rights therein.
   5. Headout hereby covenants that it owns all the Intellectual Property, title and interest in and to the Program Portal, API and Headout IP and further covenants that the API and the Program Portal doesn't infringe, misappropriate or otherwise violate any third-party Intellectual Property Rights.
   6. Each Party retains all rights, titles and interests, including without limitation all Intellectual Property Rights (and any derivative works or enhancements thereof) upon and relating to its respective Platform, including but not limited to, all software, technology, information, content, materials, guidelines, and documentation. A Party will not acquire any right, title, or interest therein on the other Party's Intellectual Property, except for the limited use rights expressly set forth in these Terms. Any rights that are not expressly granted herein are deemed withheld. The Platforms are the exclusive property of each of the concerned Party.
   7. You grant Headout a non-exclusive, non-transferable worldwide right and license to utilize your name, title, trademark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by Headout. However, Headout is under no obligation to advertise, market, promote, or publicize you or your activities. Headout shall not alter, modify or change in any way and is only entitled to use the licensed Intellectual Property during the Term.
   8. Headout hereby grants to you, during the Term, a non-exclusive, worldwide, royalty-free, and fully paid-up license to use the Headout IP, solely for the purposes contemplated in these Terms. Except as specified otherwise, the performance of these Terms does not create any rights or license in your favor or in favour of any other party in respect of Headout IP.
   9. Headout shall own all right, title and interest in and to any Intellectual Property created or developed by Headout, its employees or agents or its subcontractors for its internal use or for sharing with you in connection with the performance of these Terms.
   10. Each Party represents and warrants to the other that except for the limited license, and personal right to use the licensed Intellectual Property (including the Licensed Materials) as set forth herein, it shall not use or display (directly or indirectly), such Intellectual Property (including, without limitation, any misspelling or substantially similar version thereof) of the other Party, in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from the other Party, which shall not be unreasonably held by such other Party.
   11. Your Platform or any other current/future domain name shall not contain the word “Headout” and you will not purchase any domain name or other right or otherwise contract with a third party to exploit the Headout name for the purpose of having your website appear as a search result or for any other reason. Violation of this provision will be considered a material breach resulting in Headout gaining a right to immediate termination of these Terms.
7. Data, System Security and Compliances
   1. Definitions
      1. For the purposes of this Clause, the terms “personal data”, “data subject”, “controller”, “processor”, “processing”, and “personal data breach” shall have the meanings given to them in the Data Protection Legislation.
   2. Controller Roles
      1. The Parties acknowledge and agree that, with respect to Customer personal data shared under these Terms, each Party acts as an independent controller, determining the purposes and means of its own processing. Each Party shall be solely responsible for its compliance with applicable Data Protection Legislation in respect of its own processing activities.
   3. Distributor Obligations
      1. You shall ensure that:
         1. you have a valid lawful basis for collecting and sharing Customer personal data with Headout.
         2. you provide Customers with clear privacy notices that inform them that their data will be shared with Headout in the United States for the purposes set out in these Terms; and
         3. you only share the minimum Customer personal data necessary to enable Headout to fulfil bookings and related services.
   4. Use of Data by Headout
      1. Headout may use Customer personal data to:
         1. fulfil bookings and provide associated customer service;
         2. prevent fraud, ensure platform security, and comply with legal obligations;
         3. perform analytics to improve services and customer experience; and
         4. (where lawful) conduct marketing and promotional activities related to Headout's services, subject to applicable data subject rights.
   5. Cross Border Transfers
      1. The Parties acknowledge that Headout is located in the United States, which is a jurisdiction outside the EEA and UK. Where Customer personal data is transferred to Headout, you shall ensure that such transfers are made in compliance with applicable Data Protection Legislation and are subject to appropriate safeguards. Headout shall implement commercially reasonable measures to protect Customer personal data received under these Terms.
   6. Data Breaches
      1. Each Party shall notify the other without undue delay (and in any event within 24 hours) upon becoming aware of a personal data breach affecting Customer personal data shared under these Terms. Each Party remains individually responsible for compliance with its own notification obligations.
   7. Security
      1. Each Party shall implement and maintain commercially reasonable technical and organisational measures designed to protect personal data against unauthorised access, loss, or disclosure.
8. Confidential Information
   1. The Receiving Party shall treat as confidential all Confidential Information of the Disclosing Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Terms herein, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the Disclosing Party. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Confidential Information.
   2. Confidential Information excludes information that the Receiving Party can show: (i) was in the public domain at the time it was disclosed or has come into the public domain through no act or omission of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by the Receiving Party without any use of the Disclosing Party's Confidential Information; or (iv) becomes known to the Receiving Party, without restriction, from a source other than Headout without breach of an obligation to keep such information in confidence.
   3. If the Confidential Information must be disclosed by the Receiving Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall: (i) provide prompt notice thereof to the Disclosing Party; (ii) use its commercially reasonable efforts to cooperate with the Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such information; and (iii) limit the disclosure to the particular Confidential Information (or portion thereof) required to be disclosed.
   4. The Receiving Party agrees that these Terms shall be treated as Confidential Information and that no reference to the terms and conditions herein or to activities pertaining thereto can be made in any form without the prior written consent of the Disclosing Party; provided, however, the Receiving Party may disclose these Terms: (i) as required by any court or other governmental body; (ii) as otherwise required by Applicable Law; (iii) to legal counsel of the Receiving Party; (iv) in connection with the requirements of an initial public offering of securities filing; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of these Terms or rights under these Terms; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
   5. You shall not make any announcement in connection with the subject matter of these Terms publicly (via press release or other materials/statements) without the prior written consent of Headout.
   6. The provisions of this Clause shall survive the termination of these Terms.
9. Indemnity and Limitation of Liability
   1. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other Party and its successors, Partners, officers, directors and employees (“Indemnified Party”) harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorney's fees) actually suffered or incurred by the Indemnified Party arising out of, or in connection with (i) the deficiency or inaccuracy in any representation, or the breach of any warranty or covenant made by the Indemnifying Party; or (ii) due to any illegal act or omission on the part of Indemnifying Party or its employees or contractor; or (iii) any infringement of Intellectual Property Rights of the Indemnified Party or any other third party; or (iv) breach of confidentiality obligations under these Terms, or (v) misconduct, negligence and fraudulent act by the Indemnifying Party or its employees or contractor; or (vi) breach of these Terms; or (vii) breach of any Applicable Law.
   2. Notwithstanding anything stated herein, neither Party will be liable to the other, for any incidental, consequential, penal or indirect damages (including for loss of business or profits) even if advised of the possibility of the same. Further, except for breach of confidentiality, infringement of Intellectual Property Rights, and for gross negligence, the aggregate liability of Headout arising under these Terms shall be limited to the Distributor Fees earned by the Distributor in the six (6) months preceding the date of claim.
   3. Headout makes no express or implied warranties or representations with respect to the Experiences or the Tickets (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage). In addition, Headout makes no representation that the operation of the Headout Platform will be uninterrupted or error-free and Headout will not be liable for the consequences of any interruptions or errors.
10. Disputes and Jurisdiction
    1. The Parties agree that, before initiating any litigation concerning these Terms or their respective obligations hereunder, they will attempt in good faith to resolve their disputes in an amicable manner, through an acceptable alternative dispute resolution procedure. Each Party covenants (i) not to unfairly use litigation or the threat of litigation to harass or intimidate the other Party; and (ii) not to assert frivolous claims or defences in any dispute between them.
    2. If the Parties are unable to settle the dispute amicably as aforesaid within a period of thirty (30) calendar days from the invocation of notice for settling the dispute in an amicable manner, by either of the Parties, the dispute shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The seat and venue of arbitration shall be New York and the tribunal shall consist of one (1) arbitrator mutually appointed by the Parties. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding on the Parties.
    3. These Terms are governed by, construed and enforced in accordance with the laws of the State of New York, without reference to conflict of laws principles. Subject to Clause 10.2, each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of New York for the purposes of seeking interim relief in aid of arbitration and enforcing the arbitral award. Notwithstanding anything to the contrary, Headout may, in its sole discretion, waive its right to seek relief under Clause 10.2 and approach the courts to seek relief under this Clause 10.3.
11. General
    1. Notice: Notices under these Terms shall be in writing, in the English language and sent to the other Party at the address provided during the onboarding, or such other address as a Party may have notified to the other to be its address for notices and shall be sent by courier or recorded delivery. Parties can also send notices by email to below mentioned email Ids:
       1. Headout Email ID: legal@headout.com
       2. Your Email ID: as provided while onboarding
       Any notice sent in accordance with this shall be effective: (i) if sent by hand, upon delivery with receipt acknowledged; (ii) if sent by email, on the date of the receipt of such email; and (iii) if by courier of repute, four (4) business days after delivery to the courier service with due proof of such delivery.
    2. Force Majeure: Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms (other than a failure by a Party to make any payment due to the other Party under these Terms) if such delay or failure result from Force Majeure Event. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided it keeps the Party who is not affected reasonably informed of the impact of such Force Majeure Event and it takes reasonable steps to ensure that the effects of Force Majeure Event are minimised. The corresponding obligations of the Party not affected shall be suspended to the same extent as those of the affected Party. If the period of delay or non-performance continues for twenty (20) business days, either Party may terminate these Terms by giving five (5) business days' written notice to the other Party.
    3. Entire Agreement: These Terms constitute the complete and exclusive statement of the agreement and understanding between the Parties, and supersedes and extinguishes all prior or contemporaneous previous agreements, proposals, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that in accepting these Terms, you do not rely upon and shall have no remedy in respect of any statement, warranty or representation of Headout or any other person (whether made negligently or innocently) that is not set out in these Terms. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
    4. Modification and Waiver: Modifications to these Terms shall be in writing, expressly referring to these Terms. Failure with or without the intent of any Party to insist upon the performance by the other of any terms or provision of these Terms in strict conformity with the literal requirements shall not be treated as a modification of the relevant provision, nor shall such failure or election be treated as a waiver of the right of such Party at any later time to insist on strict performance by other of such provision.
    5. Authority Confirmation: The individual accepting these Terms on behalf of the Distributor hereby represents and warrants that they possess the requisite authority to enter into a legally binding contractual relationship with Headout.
    6. Severability: If any provision of these Terms are or become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
    7. Relationship: You and Headout are independent contractors and nothing in these Terms shall be construed as a partnership or joint venture. The Parties hereby expressly agree and acknowledge that these Terms are entered into by the Parties solely on a principal-to-principal basis and are merely an agreement to refer customers to the Activities in consideration for a fee.
    8. Assignment: Any assignment of these Terms or any right or obligation hereunder will be invalid unless agreed by the Parties in writing.
    9. Anti-Bribery: Each Party warrants not to pay any commissions, remunerations, brokerages, directly or indirectly off-the-book to, or provide any presents or treatments to, or reach any arrangements to pay any of the aforementioned with, the employees, managers or staff of the other Party or any third parties, except for the advertisement gifts of small amounts accordant with business practice.
    10. Good Faith: Under these Terms, the actions of the Parties shall be deemed as acting in good faith (bona fide) unless there is evidence to the contrary.
    11. Free consent: The contracting Parties of these Terms give their consent, which is not only free but also legal and voluntary in nature, for the purposes of entering into these Terms.
    12. These Terms shall bind and inure to the benefit of the Parties hereto and their respective successors, permitted transferees, and permitted assignees. No provision of these Terms shall be deemed to confer upon a third party any remedy, claim, liability, reimbursement, cause of action, or other right whatsoever.
    13. The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law or in equity.
    14. Unless otherwise agreed and specified contrarily in writing, both the Parties agree that time shall be the essence for all the purposes of these Terms.

Annexure II – Part A

1. Definitions: In Annexure II – Part A, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:
   1. “Customers” means the customers who are offered the Tickets by the Distributor and shall include merchants (such as travel agencies, hotels and tour operators) and end-consumers.
2. AUTHORIZATION AND SCOPE:
   1. Headout hereby authorizes you to use the Distributor Platform to connect to and communicate with the Headout Platform following integration with the API. For the purpose of clarity, connection to or communication with API includes connection or communication through a third party application programming interface. Headout further permits and authorizes you to access the Ticket inventory made available on the Headout Platform and offer the Tickets to the Customers at the Selling Price or the Distributor Price, such that the Customers can order/book Tickets and conclude bookings of the Tickets on the Distributor Platform.
   2. You agree and acknowledge that the authorization contemplated under Clause 2.1 is not exclusive and that Headout is entitled to appoint other ticketing portal, intermediaries, distributors, affiliates, agents or sub-agents to distribute or facilitate sale of Tickets or can conduct the sale, marketing and distribution of Tickets on its own. Headout also reserves the right to solicit customers on terms that may differ from those contained in these Terms or operate websites that encourage direct consumer business. You acknowledge (i) that pursuant to the authorization under Clause 2.1 and notwithstanding anything contained in these Terms, you will be acting merely as a facilitator between Headout and the Customers who are the sole beneficiaries of the Tickets booked/ordered through your channels or through the Distributor Platform; and (ii) that actual sale of the Ticket will be deemed to be concluded between Headout and the Customer. You further agree to inform the Customers that by transacting with you (including through the Distributor Platform), the Customers will be actually booking/ordering Tickets from the Headout Platform. Notwithstanding anything mentioned hereinabove, Headout shall never be considered the Ticket inventory owner as it only displays the Experiences provided by the Supply Partners, on the Headout Platform/API.
   3. Following your onboarding in terms of Clause 2 of Annexure II, you shall market the Tickets to the Customers and agree to make best efforts to facilitate the sale and distribution of Tickets.
   4. Notwithstanding your appointment contemplated under Clause 2.1 of this Annexure, you hereby agree and acknowledge that your ability to market, distribute and facilitate sale of Tickets may be restricted by Headout in terms of the number or kind of Tickets, kind of Supply Partners, location of Supply Partners or the number of Tickets that can be offered to each Customer.
3. Your Obligations and Restrictions
   1. In connection with performance of these Terms, you:
      1. shall implement measures in your interface with the Customers or introduce information in the Ticket to communicate to the Customers that the Ticket has been obtained from Headout or that the Customer is transacting with Headout for the purchase of the Ticket;
      2. shall ensure that the Distributor Platform is maintained and operated in a manner that is compatible with the API;
      3. must ensure that the Ticket is issued to the Customer in the format supplied by or approved by Headout. Any Ticket that is not issued in compliance with this clause may not be treated by the Supply Partner as a valid ticket;
      4. must ensure that the information related to each Experience including but not limited to pricing/currency information, is displayed on Distributor Platform on an as-is basis, as provided through API, without any change;
      5. shall ensure that (i) the API is not manipulated in such a manner that it miscommunicates with the Headout Platform, transmits information with a fraudulent intent or in any way undermines the integrity of the API (ii) no action to or any attempt to modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the API shall be carried out or allowed to be carried out;
      6. shall always follow the Selling Price restriction, if any, shared by Headout. In case if such Selling Price restrictions are in place and the Distributor Price is in breach of it, then Headout will notify the same to you and you shall ensure that the pricing is rectified within twenty four (24) hours of the notification. If you fail to rectify, then Headout shall be entitled to discontinue access to the API. Tickets issued to Customers in breach of the pricing requirements specified by Headout may not be accepted by the Supply Partner and services thereto not performed. All booking requests from Customers are subject to review by Headout and the Supply Partner in accordance with the Experience terms and conditions, as in effect from time to time. If no such restriction is imposed, you can distribute the Tickets on Distributor Price. However, in exceptional scenarios, if the Supply Partner raises any objection to the Distributor Price, Headout will reach out to you to make necessary corrections within twenty four (24) hours of the notification. If you fail to rectify, then Headout shall be entitled to discontinue access to the API and the Supply Partner is entitled to refuse performance of services related to the Tickets sold in violation.
      7. shall at all times, use best endeavours to promote and market Tickets to Customers and if applicable, cause the Customers to promote and market Tickets to end consumers, act conscientiously, dutifully and in good faith towards Headout and obey all reasonable lawful instructions of Headout in relation to these Terms;
      8. shall, and shall procure that your employees and any permitted subcontractors shall:
         1. not make any profit (including any secret profit), other than the Distributor Fee;
         2. make known to Customers the terms and conditions associated with the Experience, including the terms and conditions of both Headout and the Supply Partner and ensure that these are effectively incorporated into the contract with each Customer;
         3. advertise and undertake advertising and commercial initiatives in relation to distribution of Tickets, subject always to obtaining specific prior approval in writing from Headout to the form, manner, extent and wording of such advertising and commercial initiatives but without recourse to Headout for any expense incurred unless such expense shall have been specifically authorised in advance by Headout;
         4. not create any liability for or make any representation or give any warranty on behalf of Headout and you shall not in any way pledge or purport to pledge Headout's credit;
         5. not use the name of Headout other than in connection with these Terms and as expressly permitted in writing by Headout, in accordance with Headout's instructions from time to time;
         6. not do or omit to do anything which may damage the reputation of Headout and/or any employee/representative of Headout or otherwise call Headout and/or any employee/representative of Headout into disrepute;
         7. notify Headout immediately if you receive notice of any threatened or actual claim or proceedings of whatsoever nature arising out of these Terms and you shall not undertake any negotiations or make any statements or admissions in respect of such claims or proceedings.
      9. Notwithstanding the right to publish, promote and advertise material pertaining to the Experiences, you shall not publish on the Distributor Platform or otherwise any statement that the Distributor Platform is part of, endorsed by, or an official website of Headout;
      10. shall not (i) violate applicable spamming regulations, public policy, or (ii) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners, defamatory statements, elements which violate the privacy of third parties, or which are abusive, offensive or obscene;
      11. shall not exploit or use promotional and advertising material pertaining to the Experiences for any purpose other than the performance of these Terms.
      12. shall not in any way register, apply for, merchandise, sell, offer, solicit, licence, provide, grant access, forward, publish or distribute domain names or trademarks confusingly similar to the material associated with the Experiences, likely to cause confusion amongst or mislead the Customers as to the ownership of such domain names or trademarks;
      13. shall not, directly or indirectly, conduct, undertake, use, perform or exercise (or authorize any Customers to conduct, undertake, use, perform or exercise) (i) paid searches activities, search engine marketing or search engine optimization, or (ii) any other form of online targeted advertising (whether directly, indirectly, or via third party platforms) related to the Headout Platform, Headout's services or the Experiences; and
      14. shall not take any action which may affect Headout's goodwill or market standing in any manner or interfere with Headout's relationship with the Supply Partner.
4. Commercials and Payment Terms
   1. In respect of every order for Tickets received by you on the Distributor Platform, you shall collect, from the Customer, either the Selling Price or the Distributor Price. You shall simultaneously with the order for Tickets, pay the Net Price in respect of Tickets ordered. Headout is entitled to demand, in advance, a deposit amount (“Floating Deposit”) that may be utilized towards your transfer obligations under this clause. Where you elect to make payment for the Floating Deposit through cards, an additional 2% of payment gateway charges will be charged from you. These payment gateway charges are to settle any fees or charges that may be levied by banks, card networks, or payment processors in connection with such card payments. Headout reserves the right to modify the Distributor Fee during the Term with reasonable prior notice.
   2. On receipt of demand for the Floating Deposit in accordance with Clause 4.1 of this Annexure, you shall, within three (3) business days of the demand, transfer the Floating Deposit amount to the Headout. Parties may, from time to time deliberate and agree on the amount of Floating Deposit to be transferred. You agree that if the Floating Deposit balance available with Headout reaches zero (0), then Headout shall be entitled to disconnect the API communication with the Headout Platform, prevent you from accessing the Tickets and refuse to accept booking requests. Headout clarifies that you will not be allowed to complete a booking request if the Floating Deposit balance is insufficient to cover the total Selling Price or Net Price in respect of such booking request.
   3. As may be mutually agreed, You may opt to transfer the Net Sale Proceeds to Headout on a monthly basis in accordance with the process enumerated hereinbelow. Headout will provide, to you, within seven (7) business days of closing of each month, an executive summary/statement of account of the Tickets sold, covering all information about the sale of Tickets including but not limited to the calculation regarding the Distributor Fee (if applicable), Total Sale Proceeds and Net Sale Proceeds (if applicable). If neither Party has an objection on calculation of Net Sale Proceeds or Distributor Fee, You shall transfer the Net Sale Proceeds to Headout within seven (7) business days of receipt of the executive summary/statement of account. Simultaneously, Headout shall create a self-billing invoice on behalf of You. You agree that Headout may seek an additional Floating Deposit, on a three (3) month rolling basis, in case if average monthly bookings go beyond the value of Floating Deposit maintained by you with Headout.
   4. You shall allow the authorised representatives of Headout, at all reasonable times, to have access to (a) such place as you may keep your records and books of account and (b) your records, books and accounts (and that any of your sub-contractors), in each case for the purpose of carrying out such financial or other audit as Headout may deem fit to carry out. If it shall appear from any such audit that any amount is due from you to Headout, then Headout shall inform you of the same and you shall pay such amount to Headout on demand (or such amount will be deducted from the Floating Deposit), without prejudice to Headout's other rights and remedies under these Terms.
   5. You will be solely responsible for any taxes that may become due on the services provided by you. No additional payment will be made by Headout with regard to such taxes.
   6. You agree that, in respect of Tickets that can be cancelled, if a Customer seeks cancellation of a Ticket and refund of the relevant price paid by the Customer, then such Customer cannot seek cancellation and refund with Headout. All requests for cancellations and refunds shall be brought by you. If Headout accepts the request for cancellation and refund, then Headout will transfer the refund amount to you within fourteen (14) days of acceptance. Headout shall not be liable to a Customer for any refund amount or related fees, damages or expenses. In relation to the refund amount, Headout hereby clarifies that under no circumstance shall Headout refund an amount greater than the Selling Price/Net Price, as may be applicable, in respect of the Tickets cancelled.

Annexure II – Part B

1. Definitions: In Annexure II – Part B, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:
   1. “Customers” means the end customers or consumers who visit the Experiences pursuant to the purchase of a Ticket through a transaction facilitated by you, but does not include any entity purchasing, procuring, obtaining or sourcing Tickets from you with the intention of in turn selling, distributing, allocating or transferring such Tickets to any other person, individual or entity.
2. APPOINTMENT AND SCOPE
   1. Headout hereby appoints you as a distributor of Tickets to Customers through distribution channels operated and managed by you. The Parties agree that your appointment as a distributor is not exclusive and that Headout is entitled to appoint other distributors, affiliates, agents or sub-agents to distribute or facilitate sale of Tickets or can conduct the sale, marketing and distribution of Tickets on its own. Headout also reserves the right to solicit customers on terms that may differ from those contained in these Terms or operate websites that encourage direct consumer business.
   2. Following acceptance of these Terms and onboarding as per clause 2 of Annexure II, you hereby agree to distribute the Tickets through your distribution channels, including through your digital portals, if available.
   3. Notwithstanding the appointment contemplated in Clause 2.1 of this Annexure, you agree and acknowledge that your ability to offer, market, distribute and facilitate sale of Tickets may be restricted by Headout in terms of the number or kind of Tickets, kind of Supply Partners, location of Supply Partners or the number of Tickets that can be offered to each Customer. Headout is entitled to communicate to you, from time to time, the restrictions contemplated in this Clause 2.3.
   4. You agree and acknowledge that in offering, marketing and distributing Tickets to Customers, you will be acting as a facilitator between Headout and the Customer and the actual sale of the Ticket will be deemed to be concluded either between Headout and the Customer or between the Supply Partner and the Customer.
3. Obligations of the Parties
   1. Headout's Obligations and Restrictions
      1. Any updates as part of the regular business process which are made available to any other users of the Program Portal will be made available to you. In case there is any additional cost related to such updates, prior information shall be provided to you about the same so that you can take the required necessary action to continue to optimally use the Program Portal.
      2. Headout shall share with you requests from government / law-enforcement agencies to trace and/or prevent any financial crime, if required by any government agency.
   2. Your Obligations and Restrictions
      1. If you are authorized to issue vouchers against the Tickets obtained from the Program Portal, then you must implement, in the vouchers, canonical tags to declare Headout as the source of the Tickets, identifying the Ticket's originating page.
      2. You shall (i) use the Program Portal in a manner as to not bring any harm, or disrepute to Headout's Intellectual Property, (ii) not commit any acts or induce any party to commit any acts that can result in the access, storage, distribution or transmission, in or through the Program Portal, of any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive, (iii) not commit any acts or induce any party to commit any acts that can undermine the integrity and security of the Program Portal; and (iv) not commit or attempt to commit any act that is likely to modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or derive source code from the Program Portal.
      3. You shall always follow the Selling Price restriction, if any, shared by Headout. In case if such Selling Price restrictions are in place and the Distributor Price is in breach of it, then Headout will notify the same to you and you shall ensure that the pricing is rectified within twenty four (24) hours of the notification. If you fail to rectify, then Headout shall be entitled to discontinue access to the Program Portal. Tickets issued to Customers in breach of the pricing requirements specified by Headout may not be accepted by the Supply Partner and services thereto not performed. All booking requests from Customers are subject to review by Headout and the Supply Partner in accordance with the Experience terms and conditions, as in effect from time to time. If no such restriction is imposed, you can distribute the Tickets on Distributor Price. However, in exceptional scenarios, if the Supply Partner raises any objection to the Distributor Price, Headout will reach out to you to make necessary corrections within twenty four (24) hours of the notification. If you fail to rectify, then Headout shall be entitled to discontinue access to the Program Portal and the Supply Partner is entitled to refuse performance of services related to the Tickets sold in violation.
      4. In marketing or distributing the Tickets, you shall not use any trademark, trade name, logo or any other intellectual property of the Supply Partners.
      5. Following receipt of Tickets based on orders placed by you on the Program Portal, you shall deliver the Tickets to the Customers in the same form as issued to you. You shall not modify, morph, amend, distort or mutilate (digitally or otherwise) the Tickets (or any copies thereof), including by placement of any of your branding, logo, trademark, trade name or device or of your agents or of any other third party. It is further clarified that you shall communicate to the Customers any restrictions in respect of the Experience specified in the Ticket. Headout shall not be liable to the Customers for any losses, expenses or costs suffered because of your failure to communicate such restrictions.
      6. You, while distributing Tickets to Customers, shall employ best industry practices to ensure that the Parties are commercially benefitted from the distribution of Tickets.
      7. You shall not procure, purchase, attempt to procure or purchase Tickets directly from the Supply Partner, establish or seek to establish a direct relationship with the Supply Partner with the intention of circumventing Headout.
      8. You shall not take, or omit to take, any action which may affect Headout's goodwill or market standing in any manner or interfere with Headout´s relationship with the Supply Partners, including (i) by actively soliciting an agreement of any kind with the Supply Partners; (ii) by performing activities that may cause Customers to circumvent Headout and book directly with the Supply Partners or any other supplier, or to cause a Supply Partner to terminate its relationship with Headout or reduce its business with Headout; or (iii) by selling to Supply Partners any sort of advertisement or preferential treatment that is likely to cause the Supply Partner to circumvent Headout.
4. Commercials and Payment Terms
   1. In respect of orders for Tickets made by you on the Program Portal, you shall, simultaneously with the order for Tickets, pay the Net Price of such Tickets either (i) by cards or such other payment option made available from time to time; or (ii) through deduction from the Floating Deposit in accordance with Clause 4.2.
   2. Notwithstanding anything contained in Clause 4.1, Headout is entitled to demand, in advance, a deposit amount (“Floating Deposit”) that will be utilized towards your transfer obligations under Clause 4.1. You shall, within three (3) business days of the demand, transfer the Floating Deposit amount to Headout. Parties may from time to time deliberate and agree on the amount of Floating Deposit to be transferred. You agree that if the Floating Deposit balance available with Headout reaches zero (0), then Headout shall be entitled to disconnect access to the Program Portal, prevent you from accessing the Tickets and refuse to accept booking requests. Headout clarifies that you will not be allowed to submit or complete a booking request if the Floating Deposit balance is insufficient to cover the whole Net Price in respect of such booking request.
   3. Where you elect to make payment through cards, an additional 2% of payment gateway charges will be charged from you. These payment gateway charges are to settle any fees or charges that may be levied by banks, card networks, or payment processors in connection with such card payments.
   4. You will have access to the booking and payment records via the Program Portal. Except as provided in Clause 4.5, Headout shall not be required to issue any invoices or statements to you in respect of bookings or payments.
   5. Upon explicit request from you, and subject to mutual agreement of the Parties, Headout may provide an executive summary/statement of account of the Tickets sold by you within seven (7) business days after the close of each calendar month (or such other frequency as may be mutually agreed). This executive summary shall cover information pertaining to the issue and delivery of Tickets, including but not limited to the information around the sales made and the calculation of the Distributor Fee (if applicable). You shall, on receipt of the executive summary contemplated under this clause, tally the data within three (3) days thereof. Unless there are discrepancies in the executive summary, Headout shall simultaneously create a self-billing invoice on behalf of You.
   6. You will be solely responsible for any taxes that may become due on the services provided by you. No additional payment will be made by Headout with regard to such taxes.
   7. In respect of Tickets which are cancellable, if a Customer cancels, disputes or rejects a Ticket, and Headout has paid or reconciled the Distributor Fee for that Ticket, Headout will be entitled to charge such Distributor Fee either through subsequent demands or through adjustments in the Floating Deposit. In the event there are no subsequent payments due from you or the Floating Deposit balance is insufficient, Headout will raise a demand for the amount of the Distributor Fee, and you shall pay the relevant amount no later than thirty (30) calendar days from the date of the demand.
   8. You further agree and acknowledge that a Customer can seek cancellation and refund only by approaching you and not Headout. You shall bring cancellation requests to Headout. If Headout accepts the request for cancellation and refund, then Headout will process the refund as per Clause 4.7 of this Annexure.