Annexure I

1. Definitions and Interpretation

   1. Definitions: In these Terms and Conditions, 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 your digital 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 Conditions 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. “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.
      5. “Data Protection Legislations” means all relevant laws, including but not limited to GDPR and the California Consumer Protection Action, 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.
      6. “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;
      7. “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.
      8. “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 such Intellectual Property.
      9. “Licensed Material” means and includes the logo, trade name, trademark or similar identifying material of the respective Party.
      10. “Personal Data” has the meaning given under the relevant Data Protection Legislation, but data is also Personal Data for the purposes of these Terms and Conditions if:
          1. it relates to legal persons and its processing, under or in connection with these Terms and Conditions, is subject to any Data Protection Legislation that apply to data about legal persons as well as data about natural persons; and
          2. 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.

   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. Appointment and Scope

   Program Portal Access

   1. If you have sought access to the Program Portal, Headout hereby authorizes access to the Program Portal and appoints you as a distributor of Tickets to Customers through distribution channels operated and managed by you. You 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.

   API Access

   2. If you have sought access to the API, Headout hereby authorizes you to use the Distributor Platform to connect to and communicate with the Headout Platform following integration with the API. Headout further permits and authorizes you to access the Ticket inventory made available on the Headout Platform and offer the Tickets to the Customers such that the Customers can order/book Tickets and conclude bookings of the Tickets on the Distributor Platform. Headout retains the right to monitor The Distributor Platform to ensure the safety and security of the Headout Platform
   3. Following your onboarding in terms of Clause 3, you agree to make best efforts to distribute the Tickets through your distribution channels, including through the Distributor Platform, as applicable.
   4. Notwithstanding your appointment contemplated under this Clause 2, you hereby 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 may, from time to time, communicate the restrictions contemplated in this Clause 2.4.
   5. You agree and acknowledge that any authorization under this Clause 2 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. You acknowledges (i) that pursuant to the authorizations under this Clause 2 and notwithstanding anything contained in these Terms and Conditions, you will be acting merely as an intermediary 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. Nothwithstanding anything mentioned hereinabove, Headout shall never be considered the Ticket inventory owner as it only displays, on the Headout Platform, information pertaining to the Tickets.
3. Onboarding
   1. In order to gain access to your Distributor Account that will allow you to transact with Headout, you will have to submit your information (“Distributor Information”) and register. Upon receipt of Distributor Information and on Headout’s sole satisfaction of the sufficiency and accuracy of such information, Headout will assign the Distributor account for access to and participation in the distribution program. Pursuant to access under this Clause 3.1, you will be able to transact on the Program Portal or to establish communication with the API.
   2. You hereby warrant that the Distributor Information submitted 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 hereby agree to keep confidential the credentials pertaining to the Distributor Account. In the event the security of the Distributor 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 information on the Distributor Account 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.

4. Representations and Warranties

   1. Each Party hereby represents and warrants that:
      1. it has sufficient authority to agree to and perform these Terms and Conditions;
      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 this Terms and Conditions 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 and Conditions:
      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 verify such Permits;
      2. if applicable, you have the necessary registration, ownership or authorization to use and commercially leverage the trademarks/trade names associated with the Distributor Platform;
      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 rights and legal capacity to authorize access to the Headout Platform and to use the Headout IP, as necessary, in connection with the performance of these Terms and Conditions.
      3. use of the Heaodut 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 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.
   4. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, 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.
5. 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 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 applicable law.
   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 and Conditions.
6. Term and Termination
   1. These Terms and Conditions shall come into effect simultaneously upon you submitting Distributor Information in terms of Clause 3 and shall remain in force until terminated as per the terms of this Clause 6 (“Term”).
   2. Either Party may terminate these Terms and Conditions:
      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 Conditions and has not remedied such breach or agreed to a satisfactory course of action within 14 days of having received written notice of the same from the non-defaulting Party;
      3. Any termination of these Terms and Conditions 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, the Headout agrees to honour and perform the services in relation to Tickets booked prior to the effective date of termination of this Terms and Conditions. The provisions of this clause shall survive termination of these Terms and Conditions.
   3. Immediately upon termination:
      1. Any license granted under these Terms and Conditions will terminate immediately;
      2. Headout shall be entitled to disconnect API access, 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. Headout will refund to you any unutilized balance of the Floating Deposit after deducting and adjusting amounts due from you to Headout.
   4. Clauses 7 (Intellectual Property), 9 (Confidentiality), 10 (Indemnification and Limitation of Liability), 6.3, 6.4, and Clause 12 (General) shall survive the termination of these Terms and Conditions.
7. Intellectual Property Rights
   1. Each Party owns and shall retain all rights, title and interest in its own Intellectual Property. Neither Party shall copy, distribute, reproduce, or use the other Party’s Intellectual Property except as expressly permitted under these Terms and Conditions. In addition, no promotional material about another Party will be published without such other Party’s prior written consent. Upon notice from Headout, you shall immediately terminate the use of any advertising materials using Headout’s name or logo.
   2. Neither Party shall contest or impair, directly or indirectly, the other Party’ 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.
   3. Headout hereby covenants that it owns all the Intellectual Property, title and interest in and to the Program Portal and API and further covenants that the API doesn't infringe, misappropriate or otherwise violate any third-party Intellectual Property Rights.
   4. 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 and Conditions. Any rights that are not expressly granted herein are deemed withheld. The Platforms are the exclusive property of each of the concerned Party.
   5. 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.
   6. 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 and Conditions. Except as specified otherwise, the performance of these Terms and Conditions does not create any rights or license in your favor or in favour any other party in respect of Headout IP.
   7. 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 and Conditions.
   8. Each Party represents and warrants to the other that except for the limited license to use the licensed Intellectual Property 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.
   9. 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 and Conditions.
8. Data, System Security and Compliances
   1. Each Party agrees to 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, as applicable, there is no corruption or modification or compromise of the either Platform.
   2. In this clause, the terms "data controller", "data processor", "personal data", "data subject" and "processing" shall be as defined in the Data Protection Legislations, and "Data" shall mean any personal data provided by you or any Customer to Headout pursuant to these Terms and Conditions.
   3. With regard to the Customer’s personal data, you and Headout act separately as data controllers. You shall comply with all Data Protection Legislations when processing (including accessing, collecting, storing, transmitting, and transferring) Customer’s personal data, including, but not limited to providing all required notices. You shall only use the Customer’s personal data for purposes of fulfilling a specific order or transaction and shall not use Customer’s personal data for any marketing and other purposes. The Parties shall notify each other of and cooperate with respect to any request from Customers relating to their personal data to the extent required by applicable Data Protection Legislations.
   4. You shall maintain adequate security procedures and controls in compliance with Data Protection Legislations to prevent the unintended disclosure of, the unauthorized access to, or disclosure or misappropriation of, or any other incident requiring notification to customers or governmental entities (collectively, a “Security Breach”) any Customer’s personal data. Upon Headout’s request, you will provide evidence that you have established and maintained technical and organizational security measures governing the processing of personal data in accordance with this Clause. You shall notify Headout of any Security Breach involving Customer’s personal data within twenty-four (24) hours of discovery or notice of the same, shall provide Headout such information about the Security Breach as Headout reasonably requires, including the nature and scope of the Security Breach, affected individuals, and remediation, and shall cooperate with Headout in coordinating any required notifications. You are responsible for all costs, liabilities, claims, and penalties arising out of any Security Breach, including any costs of notification to any individual or governmental entity.
9. 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 this Agreement 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 the terms and conditions of this Agreement 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 the terms and conditions of this Agreement: (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 this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
10. 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 this Agreement, or (v) misconduct, negligence and fraudulent act by the Indemnifying Party or its employees or contractor; or (vi) breach of the terms of this Agreement; 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 this Agreement shall be limited to the Commission or Distributor Fees paid by Headout 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 except for the service levels as mentioned under Appendix A 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.
    4. If any provision of these Terms and Conditions 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 and Conditions.
11. Disputes and Jurisdiction
    1. These Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of New York with regard to any dispute arising out of or relating to these Terms and Conditions.
    2. The Parties agree that, before initiating any litigation concerning these Terms and Conditions or their respective obligations hereunder, they will attempt in good faith to resolve their disputes 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.
    3. If the Parties are unable to settle the dispute amicably as aforesaid within a period of 30 (Thirty) calendar days, then either Party may initiate appropriate legal action in compliance with this clause.
12. General
    1. Notice: Notices under these Terms and Conditions shall be in writing, in the English language and sent to the other Party at the address provided during the onboarding contemplated in Clause 3, 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: Headout Email ID: legal@headout.com 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 and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions (other than a failure by a Party to make any payment due to the other Party under this Agreement) 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 and Conditions by giving 5 business days’ written notice to the other Party.
    3. Entire Agreement: These Terms and Conditions constitute the entire agreement and understanding between you and Headout, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that in entering into these Terms and Conditions, 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 and Conditions. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation. If a court/ forum of competent jurisdiction or other statute holds any provision of these Terms and Conditions contrary to applicable laws, the remaining provisions of these Terms and Conditions shall remain in full force and effect
    4. Modification and Waiver: 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 and Conditions 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. Entire Agreement: These Terms and Conditions and annexures, if any, constitute the complete and exclusive statement of the agreement between the Parties, and supersedes all proposals, and all other prior or contemporaneous communications between the Parties relating to the subject matter hereof, whether written or oral. Modifications to these Terms and Conditions shall be in writing, expressly referring to these Terms and Conditions.
    6. Relationship: You and Headout are independent contractors and nothing in these Terms and Conditions shall be construed as a partnership or joint venture. These Terms and Conditions are merely an agreement to refer customers to the Activities in consideration for a fee.
    7. Assignment: Any assignment of these Terms and Conditions or any right or obligation hereunder will be invalid unless agreed by the Parties in writing.
    8. 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
    9. Good Faith: Under these Terms and Conditions, the actions of the Parties shall be deemed as acting in good faith (bona fide) unless there is evidence to the contrary.
    10. Free consent: The contracting Parties of these Terms and Conditions give their consent, which is not only free but also legal and voluntary in nature, for the purposes of entering into these Terms and Conditions.
    11. These Terms and Conditions 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 and Conditions shall be deemed to confer upon a third party any remedy, claim, liability, reimbursement, cause of action, or other right whatsoever.
    12. The rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law or in equity.
    13. 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 and Conditions.

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. “Commission” is the amount you are entitled to receive in consideration for your services relating to the offering and selling of Tickets in accordance with the terms of these Terms and Conditions. The Commission amounts and percentages are specified in your Distributor Account.
   2. “Retail Price” means the price marked against the Ticket for each Experience as indicated on the Headout Platform.
   3. “Total Sales Proceeds” means the money collected by you on a monthly basis against the sale of Tickets for the Experiences.
   4. “Net Sale Proceeds” means the Total Sale Proceeds less the Commission.
2. Your Obligations and Restrictions
   1. In connection with performance of these Terms and Conditions, 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 not offer the Experiences at a price less than Retail Price unless otherwise agreed. If the price offered by you to Customers is lower than the Retail Price, then Headout will notify you to ensure that the pricing is rectified within 24 hours of the notification. If you fail to rectify, then Headout shall be entitled to discontinue access to the API. 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;
      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 and Conditions;
      8. shall, and shall procure that your employees and any permitted subcontractors shall:
         • not make any profit (including any secret profit), other than the Commission;
         • 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;
         • advertise and undertake advertising and commercial initiatives in relation to selling 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;
         • 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;
         • not use the name of Headout other than in connection with these Terms and Conditons and as expressly permitted in writing by Headout, in accordance with Headout’s instructions from time to time;
         • 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;
         • notify Headout immediately if you receive notice of any threatened or actual claim or proceedings of whatsoever nature arising out of these Terms and Conditions 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 and Conditions.
      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.
3. 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, the Retail Price. Subject to Clause 3.2 of this Part A, you shall from time to time transfer the Net Sale Proceeds to the Headout pursuant to a statement generated and issued by Headout. You shall transfer the Net Sale Proceeds within seven (7) business days of receipt of the executive/booking summary contemplated in Clause 3.2 of this Part A.
   2. Notwithstanding anything contained in Clause 3.1 of this Part A, Headout is entitled to demand, in advance, a deposit amount (“Floating Deposit”) that will be utilized towards your transfer obligations under Clause 3.1 of this Part A. On receipt of demand for the Floating Deposit, 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 whole Retail Price in respect of such booking request.
   3. Headout will provide, to you, within seven (7) business days of closing of each month, an executive/booking summary of the Tickets sold, covering all information about the sale of Tickets including but not limited to the calculation regarding the Commission, Total Sale Proceeds and Net Sale Proceeds. Following receipt of the executive/booking summary, you shall raise, on Headout, an invoice for the Commission. If you have been approved for a credit facility with Headout, then Headout shall pay the Commission amount within fourteen (14) days of receipt of the invoice. If you maintain a Floating Deposit, then you agree to receive the Commission amount through a reconciliation of the deductions from the Floating Deposit.
   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 and Conditions.
   5. The price of the Tickets set out herein is on the assumption that the sale of a Ticket is subject to VAT/GST/Sales Tax purposes. You agree to pay any applicable VAT/GST/Sales/ or any other Tax properly chargeable under the governing law. Headout shall also comply with its tax requirements.
   6. You agree that, in respect of Tickets that can be cancelled, if a Customer seeks a cancellation of a Ticket and refund of the relevant Retail Price, 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 Retail Price 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. “Distributor Fee” is the amount paid to you in consideration for distributing Tickets as per these Terms and Conditions.
   2. “Net Sale Proceeds” means the Total Sale Proceeds less the Distributor Fee.
   3. “Retail Price” means the price of a Ticket specified on the Program Portal and payable by you to successfully place an order for the Ticket.
   4. “Total Sale Proceeds” means the amount payable by you on a monthly basis in respect of and towards the Tickets issued and delivered to the Partner.
2. 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 not offer Tickets at a price less than the prices communicated by Headout unless otherwise agreed. All booking requests from Customers are subject to acceptance by Headout in accordance with the Supply Partner’s terms and conditions, as in effect from time to time.
      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 the 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 the 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.
3. Commercials and Payment Terms
   1. In respect of orders for Tickets made by the Partner on the Program Portal, you shall, within seven (7) business days of receipt of the executive/booking summary contemplated in Clause 3.3, transfer the Net Sale Proceeds to Headout.
   2. In consideration of your services of distributing Tickets, Headout hereby agrees to pay, in the form of commission, a Distributor Fee calculated against the Retail Price. The percentages of the Distributor Fee, specified in your Distributor Account, may be revised by on an Experience to Experience basis.
   3. Headout will, within seven (7) business days after the close of each calendar month, provide an executive summary of the Tickets issued/allotted during the month. This executive summary shall cover information pertaining to the issue and delivery of Tickets, including but not limited to the information around the Total Sale Proceeds and the Distributor Fee.
   4. On receipt of the executive summary contemplated in Clause 3.3, you shall tally the data within three (3) days thereof. Unless there are discrepancies in the executive summary, you shall raise, on Headout, an invoice for the Distributor Partner Fee. Headout agrees to pay such Distributor Fee no later than seven (7) calendar days from the date of receipt of such invoice.
   5. The price of the Tickets is subject to applicable VAT/GST/Sales Taxes.
   6. Notwithstanding anything contained in Clauses 3.1 and 3.2, Headout is entitled to demand, in advance, a deposit amount (“Floating Deposit”) that will be utilized towards Partner’s transfer obligations under Clause 3.1. You shall, within three (3) business days of the demand, transfer the Floating Deposit amount to the Headout. Notwithstanding the terms regarding payment of the Distributor Fee contemplated in Clause 3.4, you agree that if you maintain a Floating Deposit, then you agrees to receive the Commission amount through a reconciliation of the deductions from the Floating Deposit.
   7. 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 Retail Price in respect of such booking request.
   8. 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.
   9. 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 3.8.