Merchant Agreement

Recitals

This Merchant Agreement (the “Agreement”) governs the commercial relationship between Rundown Events, a registered partnership in the Cayman Islands trading as “Rundown” (“Rundown”, “we”, “us”, or “our”), and the natural or legal person identified in the in-app or online registration flow as the event organizer (the “Organizer”, “you”, or “your”). Rundown and the Organizer are each a “Party” and together the “Parties”.

Rundown operates a technology platform for the discovery, sale, and management of live events in the Cayman Islands and the wider region. The Organizer wishes to make use of the platform to list events and, where applicable, to sell tickets and accept registrations from members of the public (each, a “Purchaser”).

This Agreement sits alongside, and incorporates by reference, the Rundown Terms of Use, the Rundown Purchase Policy, the Rundown Ticket Exchange Policy, the Rundown Terms and Conditions (Ticket), the Rundown Privacy Policy, and any other policies published from time to time on the Platform (together, the “Other Policies”). Nothing in this Agreement is intended to amend or override any provision of the Other Policies; where this Agreement and an Other Policy address the same subject matter, this Agreement shall govern as between Rundown and the Organizer, and the relevant Other Policy shall govern as between Rundown and Purchasers.

By clicking to accept this Agreement during onboarding, by listing an event on the Platform, or by accepting any payment from a Purchaser through the Platform, the Organizer agrees to be bound by this Agreement in full.

1. The Rundown Platform and Event Listings

1.1 Listing an Event

The Organizer may, subject to verification under section 4 and to the Other Policies, submit one or more events to be listed on the Platform. Each event submission must include accurate and complete details, including (at a minimum) the event name, date, start and end times, venue or location, age restrictions, ticket tiers and pricing, image assets, and a written description sufficient for a Purchaser to make an informed decision.

The Organizer is solely responsible for the accuracy, completeness, and lawfulness of all event information it submits. The Organizer warrants that the information it provides is correct at the time of submission and undertakes to update the Platform promptly if any material detail changes. Rundown reserves the right to seek recovery from the Organizer of any direct costs reasonably incurred as a result of inaccurate, incomplete, or misleading event information, including (without limitation) customer-support costs, chargeback-defence costs, refund-processing costs, and any amounts levied against Rundown by payment processors, regulators, or third parties; any such costs may be deducted from amounts otherwise payable to the Organizer.

1.2 Authorisation to Sell

Subject to this Agreement, the Organizer appoints Rundown as a non-exclusive limited agent for the sole purpose of processing the sale of tickets and registrations for its events to Purchasers through the Platform. This appointment is limited to the technology and payment-collection functions described in this Agreement and does not extend to producing, marketing, hosting, or operating the underlying event itself, which remains the responsibility of the Organizer.

Tickets and registrations sold through the Platform are sold by the Organizer as principal; Rundown acts only in a facilitation capacity. Nothing in this Agreement creates a partnership, joint venture, employment, or franchise relationship between the Parties.

1.3 Brand, Likeness, and Content Licence

The Organizer grants Rundown a worldwide, royalty-free, non-exclusive, sublicensable licence to use, host, store, reproduce, communicate, display, and modify (for formatting and platform-display purposes) the event name, the Organizer’s trade name, logos, performer images, flyers, video, and any other content the Organizer provides (“Event Content”), for the purposes of operating, providing, marketing, and promoting the Platform and the event. The Organizer warrants that it owns or holds all rights, consents, releases, and permissions necessary to grant this licence and that the Event Content does not infringe the rights of any third party.

This licence survives termination of the Agreement only to the extent reasonably necessary for Rundown to honour bookings already made and to retain archival records of past events.

1.4 Event-Specific Conditions

Tickets and registrations issued through the Platform are governed by the Rundown Terms of Use, the Rundown Purchase Policy, and the Rundown Terms and Conditions (Ticket). The Organizer may impose additional event-specific or venue-specific rules — including age restrictions, dress codes, refund and exchange policies, prohibited items, accessibility provisions, and conduct rules — provided that such rules are (a) lawful under Cayman Islands law; (b) clearly disclosed within the Platform booking flow prior to purchase or, where not practical to disclose pre-purchase, conspicuously displayed at the venue entrance; and (c) not in conflict with this Agreement, the Purchase Policy, or the Terms and Conditions (Ticket). Where a conflict arises, the Rundown Purchase Policy and the Rundown Terms and Conditions (Ticket) shall prevail unless Rundown agrees otherwise in writing.

1.5 Pricing Errors

Where the Organizer publishes a ticket price that is, in Rundown’s reasonable view, manifestly incorrect (whether by typographical error, decimal mistake, currency mix-up, or otherwise), Rundown may, at its discretion: (a) suspend the listing while the Organizer corrects the error; (b) honour orders already placed and recover the difference from the Organizer; or (c) cancel affected orders and refund Purchasers in full. The Organizer is responsible for monitoring pricing on its listings and shall reimburse Rundown for any costs reasonably incurred in resolving pricing errors.

1.6 Publication, Placement, and Confirmation

Event information submitted by the Organizer will be published on the Platform subject to verification and to this Agreement. Rundown reserves the right, at its sole discretion, to determine the order, page placement, featured status, search-result ranking, and promotional treatment of any event on the Platform, including the right to apply or remove featured placement based on quality, engagement, or commercial arrangements.

Upon a successful purchase, Rundown shall issue the Purchaser an order confirmation by email and an in-app confirmation (including a digital ticket QR code). From the moment the order confirmation issues, the Organizer is responsible for all aspects of customer service in respect of the underlying event, including venue access, attendee experience, performer delivery, and event execution.

1.7 Ticket Transfer and Ticket Exchange (Per-Event Opt-In)

Rundown offers two complementary features that allow a Purchaser to pass a digital ticket to another person: (a) “Ticket Transfer”, a free gifting feature that allows a Purchaser to send a ticket to a named recipient; and (b) the “Ticket Exchange”, a fan-to-fan resale marketplace operated by Rundown in accordance with the Rundown Ticket Exchange Policy.

The Organizer may, at the time of event creation or any time before the event start, enable or disable each feature independently for an event. By default, Ticket Transfer is enabled and the Ticket Exchange is disabled. Both defaults may be changed in the Organizer Dashboard.

Where the Organizer enables the Ticket Exchange for an event, the Organizer acknowledges that: (a) Rundown will apply a price cap on resales as set out in the Rundown Ticket Exchange Policy; (b) Rundown will charge resale fees to Sellers and Buyers as set out in that Policy, and such fees are separate from and additional to the Platform Processing Fee payable under section 3 of this Agreement; (c) Rundown will handle ticket cancellation and reissuance for completed resales; and (d) Sellers of Resale Tickets are subject to the Ticket Exchange Policy and not this Agreement, except where the Organizer is itself the Seller. The Organizer shall honour Resale Tickets validly issued through the Ticket Exchange on the same terms as original-purchase tickets, in accordance with section 2.1.

2. Ticket Holders and Event Conduct

2.1 Equal Treatment of Ticket Holders

The Organizer shall honour every valid ticket and registration sold through the Platform on the same entry terms, in the same entry lines, with the same wristband or access policy, and with the same redemption steps as tickets sold for the same event through any other channel. The Organizer shall not impose any separate or inferior entry requirement, queueing arrangement, scan procedure, or access limitation on Rundown ticket holders solely because their ticket was purchased through the Platform. Where Rundown reasonably determines that unequal treatment or market confusion at point of entry has occurred, Rundown may apply the platform restrictions described in this Agreement, including restricting check-in and scanning functionality to Rundown-managed operations, and may charge the incident-handling and remediation fee described in section 3.6.

2.2 Purchase Channels

Purchasers can buy tickets and complete registrations through the following channels:

• the Rundown mobile application (the “App”) on iOS and Android;

• the Rundown website at the domain operated by Rundown from time to time;

• the Organizer’s dedicated Rundown event URL, which may be embedded into the Organizer’s own website, social-media pages, or marketing channels.

At checkout, the Purchaser selects a ticket tier (such as Early Bird, General Admission, or VIP), specifies the desired quantity, and pays via a supported payment method. The Platform processes the transaction in either KYD or USD as configured for the event by the Organizer, and on successful payment registers the ticket in the Purchaser’s name and issues confirmation.

3. Fees, Payouts, and Financial Terms

3.1 Free Event Listings

Rundown does not charge the Organizer any listing fee for the act of publishing an event on the Platform. The Organizer may create, publish, and promote an unlimited number of events on Rundown at no listing cost, irrespective of whether the event is free, paid, registration-based, or invitation-only. Where an event has no paid component, no Platform Processing Fee applies.

3.2 Platform Processing Fee

Where the Organizer sells paid tickets through the Platform, Rundown charges a Platform Processing Fee of six per cent (6%) per paid ticket. The fee is calculated against the face value of each paid ticket sold (including any taxes or charges separately collected by the Organizer through the Platform) and is deducted from the gross sale before remittance under section 3.5.

The Platform Processing Fee is in addition to any payment-processor fees described in section 3.3 and any resale fees that apply where the Organizer enables the Ticket Exchange under section 1.7.

3.3 Payment Processing

Rundown’s payment functionality is provided through Stripe Connect (or such other payment processor as Rundown may engage from time to time). Payment-processor fees are levied directly by the processor at processor-set rates and are deducted from gross ticket revenue prior to remittance under section 3.5. The Organizer acknowledges and accepts the processor’s standard terms as a condition of accepting payment through the Platform, and shall complete all onboarding and verification steps required by the processor before any payout can be released.

3.4 Refund Policy and Refund Processing Fee

Rundown’s policy on refunds to Purchasers is set out in the Rundown Purchase Policy. The Organizer agrees that Rundown may initiate refunds to Purchasers in accordance with that Policy without needing further consent from the Organizer in the following circumstances: (a) the event is cancelled in full; (b) the event is rescheduled and the Purchaser requests a refund within the period specified in the Purchase Policy; (c) the event is materially altered (as defined in the Purchase Policy) and the Purchaser requests a refund within the period specified in the Purchase Policy; (d) we are required to refund by law, regulator, payment processor, or court order; (e) the order was placed in breach of this Agreement, the Other Policies, or applicable law; or (f) we reasonably determine that fraud, money laundering, or other unlawful conduct is involved.

Where the Organizer elects to refund a Purchaser outside the circumstances in the preceding paragraph (for example, as a goodwill gesture or under a more generous Organizer-specific policy), Rundown will charge a Refund Processing Fee equal to three per cent (3%) of the refunded ticket face value, deducted from amounts otherwise due to the Organizer. The original Platform Processing Fee on any refunded ticket is non-refundable to the Organizer, except where the refund arises from circumstances within Rundown’s control.

3.5 Payout Schedule and Banking

Subject to the verification and hold provisions in this Agreement, Rundown shall initiate remittance of amounts due to the Organizer (net of the Platform Processing Fee, payment-processor fees, refunds, chargebacks, and any other deductions permitted under this Agreement) on the next business day in the Cayman Islands following the event’s end date. If the calendar day following the event falls on a public holiday or weekend in the Cayman Islands, the payout shall be initiated on the next succeeding business day.

Where the Organizer has enabled the Ticket Exchange for an event, sums due to the Organizer in respect of original primary-market ticket sales are remitted under this section; payouts to Sellers in respect of fan-to-fan resales are governed by the Ticket Exchange Policy and are not the responsibility of the Organizer unless the Organizer is itself the Seller.

All payouts are made by electronic transfer to the bank account nominated and verified by the Organizer during onboarding. The bank account must be in the legal name of the Organizer (or, in the case of a registered company, in the name of that company) and must match the records held by Rundown’s payment processor. The Organizer is responsible for keeping its banking information current and accurate. Where the Organizer fails to provide complete and verifiable banking information, Rundown may hold the payout until such information is provided. Payouts to bank accounts denominated in a currency other than the original transaction currency may be subject to foreign-exchange conversion at rates set by Rundown’s payment processor.

3.6 Incident Handling and Remediation Fee

Where Rundown is required to intervene in connection with an event due to circumstances reasonably attributable to the Organizer — including (without limitation) failure to fulfil reps and warranties under section 7, breach of section 2.1 (equal treatment), failure to complete door operations using the Rundown scanner, a venue access issue, an unresolved customer-service backlog, or any other operational failure causing complaints or chargebacks — Rundown may charge the Organizer an Incident Handling and Remediation Fee. The fee is calculated as KYD $250 per day of incident handling plus KYD $25 per Purchaser complaint reasonably requiring Rundown to engage, up to a cap of KYD $2,500 per event. The fee is deducted from amounts otherwise due to the Organizer or, where insufficient, invoiced separately and payable within fourteen (14) days.

3.7 Changes and Cancellations Initiated by the Organizer

Where the Organizer cancels, postpones, reschedules, or materially alters an event, the Organizer shall: (a) notify Rundown through the Organizer Dashboard or by direct communication as soon as reasonably practicable; (b) provide Rundown with the information necessary to notify Purchasers; and (c) bear the costs of any refunds, processing fees, and reasonable customer-service costs incurred by Rundown as a result. The Organizer acknowledges that, in the case of event cancellation, Rundown may initiate full refunds to all Purchasers without the Organizer’s further consent.

3.8 No Advance Payouts

Rundown does not, as a default, release payouts in respect of paid tickets before the event has taken place. The Organizer acknowledges that this hold-back is essential for Purchaser protection and for the integrity of refund and chargeback processes. Rundown may, at its sole discretion and for organizers with sustained good standing, agree in writing to a different schedule on a case-by-case basis. Any such variation shall not constitute a precedent or a continuing obligation.

3.9 Liability, Chargebacks, and QR Validation

Rundown shall not be liable to the Organizer in respect of chargebacks initiated by Purchasers where the chargeback arises from the Organizer’s acts or omissions, including (without limitation) event cancellation, failure to honour tickets, breach of section 2.1, or misrepresentation in event information. Where a chargeback succeeds against Rundown, the disputed amount, together with any chargeback fee imposed by the payment processor, may be deducted from amounts due to the Organizer or invoiced separately.

To preserve Rundown’s ability to defend chargebacks on the Organizer’s behalf, the Organizer shall validate every Purchaser at point of entry using the Rundown scanner functionality. Where the Organizer fails to do so, Rundown’s ability to dispute chargebacks is materially impaired; in such cases, the Organizer agrees to bear the full cost of any chargeback that Rundown is unable to defend due to absence of scan records.

4. Organizer Tools, Platform Access, and Attendee Data

4.1 Definitions

For the purposes of this Agreement:

• “Organizer Dashboard” means the web and in-app interface provided by Rundown for the Organizer to create events, monitor sales, manage tickets, validate attendees at the door, and access Attendee Data.

• “Attendee Data” means the personal data of Purchasers and ticket holders that is collected through the Platform in connection with the Organizer’s events, including (where collected) name, email address, ticket-tier information, and order reference.

• “Resale Ticket”, “Ticket Transfer”, and “Ticket Exchange” have the meanings given in the Rundown Purchase Policy and the Rundown Ticket Exchange Policy.

4.2 Access to Organizer Tools

Rundown grants the Organizer a non-exclusive, non-transferable, revocable licence to access and use the Organizer Dashboard for the sole purpose of managing its own events on the Platform. Access may be suspended or restricted as set out in section 5.3 or where Rundown reasonably believes that platform integrity, fraud prevention, or compliance with this Agreement, the Other Policies, or applicable law so require. Where access is restricted, Rundown will so notify the Organizer and shall apply restrictions proportionately and on a graduated basis where practicable, including (in increasing order of severity) restricting attendee-data export, restricting messaging functions, disabling the Organizer Dashboard, and disabling scanner functionality.

4.3 Attendee Data: Permitted Use and Data Protection

Rundown will make Attendee Data available to the Organizer through the Organizer Dashboard solely for the purposes of operating the Organizer’s events, providing customer service in connection with those events, and complying with applicable legal obligations. The Organizer shall not use Attendee Data for any unrelated marketing or commercial purpose, shall not sell or share Attendee Data with any third party except as necessary to fulfil the event, and shall not retain Attendee Data after it is no longer required for those purposes.

The Organizer acknowledges that Attendee Data contains personal data within the meaning of the Cayman Islands Data Protection Act, 2017 (as amended) and, where applicable, the UK General Data Protection Regulation. For the purposes of this Agreement and applicable data protection law, Rundown is the data controller for platform-level personal data (including, without limitation, account, payment, browsing, and Platform-usage data). The Organizer is the data controller for Attendee Data once such data is exported, downloaded, accessed via the Organizer Dashboard, or otherwise made available to the Organizer in connection with an event. Each Party shall comply with its respective obligations under applicable data protection law in respect of the data for which it is controller.

5. Term and Termination

5.1 Term

This Agreement takes effect on the date the Organizer first clicks to accept it during onboarding and continues until terminated in accordance with this section 5.

5.2 Termination

Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice to the other; provided that termination by the Organizer shall not relieve the Organizer of any obligation in respect of events already published on the Platform, all of which shall continue to be governed by this Agreement until those events have concluded and all related refunds, chargebacks, and payouts have been finally resolved.

Rundown may terminate this Agreement with immediate effect, by notice in writing, where: (a) the Organizer materially breaches this Agreement or any Other Policy and either the breach is not capable of remedy or the Organizer fails to remedy the breach within fourteen (14) days of written notice; (b) the Organizer becomes insolvent, enters into any composition with creditors, or is the subject of any winding-up, administration, or analogous proceeding; (c) the Organizer is, or becomes, the subject of sanctions or any criminal investigation or enforcement action relating to fraud, money laundering, or terrorist financing; or (d) Rundown is required to terminate by law, regulator, payment processor, or court order.

5.3 Suspension and Restriction as Alternative Remedies

Without limiting any other rights or remedies under this Agreement, where Rundown reasonably determines that the Organizer has materially breached this Agreement, that the Organizer’s use of the Platform poses a risk to Purchasers, Rundown, or third parties, or that platform integrity, fraud prevention, or chargeback mitigation so require, Rundown may, at its sole discretion, apply one or more of the following restrictions:

• restrict the Organizer’s ability to access or export Attendee Data through the Organizer Dashboard;

• restrict the Organizer’s ability to send messages to Purchasers through the Platform;

• disable some or all functions of the Organizer Dashboard;

• restrict or disable the Organizer’s ability to validate tickets at the door using the Rundown scanner, in which case Rundown may at its discretion provide scanning support directly;

• hold or freeze any payout otherwise due to the Organizer pending investigation.

Rundown will lift restrictions promptly once the underlying concern has been satisfactorily resolved.

6. Anti-Money Laundering and Sanctions Compliance

6.1 AML and KYC Obligations

The Organizer acknowledges that Rundown and its payment processor are subject to anti-money-laundering (“AML”), counter-terrorist-financing (“CFT”), counter-proliferation-financing (“CPF”), and sanctions obligations under the laws of the Cayman Islands, including the Proceeds of Crime Act (as revised), the Anti-Money Laundering Regulations (as revised), and any guidance or directives issued by the Cayman Islands Monetary Authority (“CIMA”) or other competent authority. The Organizer agrees to provide such Know-Your-Customer (“KYC”), beneficial-ownership, source-of-funds, and identity-verification information and documentation as Rundown or its payment processor may reasonably request, both at onboarding and from time to time during the term of this Agreement, and to keep such information current and accurate.

6.2 Organizer Representations on Funds and Sanctions

The Organizer represents, warrants, and undertakes on a continuing basis that: (a) the Organizer and, where applicable, its directors, officers, beneficial owners, and controllers, are not the subject of any sanctions administered or enforced by the United Nations Security Council, the Cayman Islands, the United Kingdom (including HM Treasury’s Office of Financial Sanctions Implementation), the United States (including the Office of Foreign Assets Control), or the European Union; (b) the Organizer is not located, organised, or resident in any country or territory that is the subject of comprehensive country-wide sanctions; (c) all funds received and disbursed in connection with the Platform derive from legitimate sources and will not be used for any unlawful purpose; (d) the Organizer will not use the Platform to facilitate any transaction that breaches applicable AML, CFT, CPF, or sanctions laws; and (e) the Organizer will promptly notify Rundown in writing of any change in circumstances that would render any of the foregoing representations untrue.

6.3 Suspicious Activity, Reporting, and Right to Freeze

Where Rundown reasonably suspects that a transaction, account, or event involves money laundering, terrorist financing, proliferation financing, fraud, sanctions evasion, or any other unlawful activity, or where Rundown is directed to act by any competent authority, payment processor, regulator, or court order, Rundown may, without prior notice to the Organizer and without liability: (a) freeze, suspend, or reverse any payout, transaction, or account balance; (b) suspend or terminate the Organizer’s account; (c) refund Purchasers in whole or in part; (d) require the Organizer to provide further information or documentation; and (e) report the matter to the Cayman Islands Financial Reporting Authority (the “FRA”) or any other competent authority. The Organizer acknowledges that under Cayman Islands law Rundown may be prohibited from disclosing to the Organizer the fact of, the content of, or any details relating to a report made to the FRA (a so-called “tipping-off” offence), and the Organizer agrees that any resulting delay, suspension, or non-payment shall not constitute a breach of this Agreement by Rundown.

6.4 Records and Cooperation

The Organizer agrees to maintain accurate records relating to its events, ticket sales, refunds, and use of the Platform sufficient to meet its own AML, CFT, CPF, and tax-record-keeping obligations under applicable law, and to retain such records for at least five (5) years from the date of the relevant event or such longer period as applicable law may require. The Organizer agrees to cooperate promptly and in good faith with any reasonable inquiry, investigation, or audit by Rundown, its payment processor, or any competent authority in connection with AML, CFT, CPF, sanctions, fraud, or financial-crime matters.

7. Representations, Warranties, and Indemnification

7.1 Organizer Representations and Warranties

The Organizer represents and warrants on a continuing basis that:

• the Organizer has the legal capacity, authority, and standing to enter into and perform this Agreement and to grant the licences set out in this Agreement;

• the Organizer holds and shall maintain all necessary registrations, licences, permits, and consents to host the events it lists on the Platform and to receive payment in respect of them, including (without limitation) a current Cayman Islands Trade and Business Licence where required, any applicable music-and-dancing licence, any required liquor licence, and any required performer-related permits;

• the Organizer has obtained all rights, consents, releases, and permissions necessary to use the names, images, performances, and likenesses of any performers, speakers, or third parties associated with its events;

• the event information and Event Content the Organizer submits to the Platform is accurate, complete, not misleading, and lawful;

• the Organizer shall comply with all applicable laws, including (without limitation) anti-money-laundering, consumer-protection, advertising-standards, accessibility, health and safety, and data-protection laws;

• the Organizer shall complete and electronically sign all per-event attestations required by Rundown at the time of event submission, including (without limitation) attestations relating to venue permission, Music and Dancing Licence, Liquor Licence (Temporary or Occasional, as applicable), and WORC Temporary Work Permits for any visiting performers, and the Organizer acknowledges that any false, misleading, or incomplete attestation shall constitute a material breach of this Agreement.

7.2 Indemnification

The Organizer shall indemnify, defend, and hold harmless Rundown, Invovibe Tech Ltd, and their respective directors, officers, employees, contractors, agents, and affiliates from and against any and all claims, demands, liabilities, losses, damages, costs, fines, penalties, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Organizer’s breach of this Agreement or any Other Policy; (b) any injury, illness, death, or property damage arising at or in connection with the Organizer’s events; (c) any infringement of third-party intellectual property, privacy, publicity, or other rights by the Event Content; (d) any failure by the Organizer to hold or maintain any registration, licence, permit, or consent; (e) any breach by the Organizer of applicable law; or (f) any chargeback, refund, or financial loss arising from the Organizer’s acts or omissions.

7.3 Equitable Relief

The Organizer acknowledges that a breach of section 1.3 (content licence), section 2.1 (equal treatment), section 6 (AML and sanctions), or section 7.1 (representations and warranties) may cause Rundown irreparable harm for which damages would not be an adequate remedy. The Organizer agrees that Rundown is entitled to seek injunctive or other equitable relief in respect of any such breach, without the need to post bond or to prove actual damage.

8. Disclaimers and Limitation of Liability

The Platform is provided to the Organizer on an “as is” and “as available” basis. Except as expressly stated in this Agreement, Rundown makes no representations or warranties of any kind, whether express or implied, in respect of the Platform, the technology, or the Other Policies. To the maximum extent permitted by law, Rundown disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Rundown does not warrant that the Platform will be uninterrupted, secure, or error-free, or that the technology that supports it is free of viruses or other harmful components.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable Cayman Islands law, including liability for fraud or fraudulent misrepresentation.

Subject to the preceding paragraph, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUNDOWN’S TOTAL AGGREGATE LIABILITY TO THE ORGANIZER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM PROCESSING FEES ACTUALLY RECEIVED BY RUNDOWN FROM THE ORGANIZER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) KYD $10,000. IN NO EVENT SHALL RUNDOWN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

Each Party may, in connection with this Agreement, receive non-public commercial, technical, financial, or operational information of the other Party that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances (“Confidential Information”). Each Party shall: (a) hold the other’s Confidential Information in confidence; (b) use it solely for the purpose of performing its obligations under this Agreement; (c) restrict access to those of its personnel and contractors who reasonably need access and who are bound by obligations of confidentiality at least as protective as those in this section; and (d) protect it using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this section; (ii) was lawfully in the receiving Party’s possession before receipt without obligation of confidence; (iii) is lawfully obtained from a third party without obligation of confidence; or (iv) is independently developed without use of the other Party’s Confidential Information. A Party may disclose the other’s Confidential Information where required by law, regulator, or court order; provided that, where lawful, it gives prompt prior notice to allow the other Party to seek a protective order.

This section survives termination of the Agreement for a period of three (3) years.

10. General Provisions

10.1 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency (except the limited payment-collection agency expressly set out in section 1.2), or franchise relationship between the Parties.

10.2 Assignment

The Organizer may not assign or transfer this Agreement, in whole or in part, without Rundown’s prior written consent. Rundown may assign this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, without the Organizer’s consent.

10.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall, where possible, replace the affected provision with a valid provision that achieves substantially the same commercial outcome.

10.4 Entire Agreement

This Agreement, together with the Other Policies (the Rundown Terms of Use, the Rundown Purchase Policy, the Rundown Ticket Exchange Policy, the Rundown Terms and Conditions (Ticket), and the Rundown Privacy Policy), and any Schedule signed by the Parties (including the NPO Schedule, where applicable), constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between them, whether written or oral, in respect of the subject matter of this Agreement. This Agreement may only be amended or supplemented by Rundown by updating the relevant policy and giving the Organizer reasonable notice through the App or by email, except that any amendment to the commercial terms (including the Platform Processing Fee under section 3.2) shall require the Organizer’s click-acceptance before taking effect for that Organizer.

10.5 Notices

Notices to Rundown under this Agreement may be given by email to the address published on rundownevents.com or by post to Rundown Events t/a Rundown at the address published on rundownevents.com. Notices to the Organizer may be given by email to the address associated with the Organizer’s Rundown account, by in-app notification, or by post to the address provided by the Organizer during onboarding. Notice is deemed given on the next business day after sending.

10.6 Headings

Headings are for convenience only and do not affect interpretation.

10.7 Governing Law and Jurisdiction

This Agreement is governed by, and shall be construed in accordance with, the laws of the Cayman Islands. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Cayman Islands.

10.8 Electronic Acceptance

The Organizer’s click-acceptance of this Agreement during onboarding constitutes a legally binding signature for the purposes of the Cayman Islands Electronic Transactions Act and any analogous law. The Organizer agrees that no physical signature is required for this Agreement to take effect, and that Rundown’s record of the Organizer’s click-acceptance (including timestamp, IP address, and user-agent) shall be conclusive evidence of acceptance.

10.9 Force Majeure

Neither Party shall be liable for any failure or delay in performance to the extent caused by events outside its reasonable control, including (without limitation) acts of God, hurricane, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, labour dispute, failure of public utility, or failure of telecommunications or internet infrastructure. The affected Party shall give prompt notice and use reasonable efforts to mitigate the impact.

Acceptance

This Agreement is accepted electronically during the Rundown onboarding flow by clicking to confirm acceptance of these terms. By clicking to accept, the Organizer (or the natural person clicking on behalf of the Organizer, who represents that they have authority to bind the Organizer) confirms that they have read, understood, and agreed to be bound by the terms of this Agreement and the Other Policies in full.

Rundown’s record of the Organizer’s click-acceptance, including timestamp, IP address, user-agent, and the version of the Agreement accepted, is retained in the Organizer’s audit log and is conclusive evidence of acceptance.

— End of Merchant Agreement —