Victory Live-AXS Integration

Last updated:  February 6, 2025

Thank you for subscribing to the Victory Live-AXS Integration for AXS Official Resale (the “VL-AXS Integration”). These Additional Terms apply to your access to and use of the VL-AXS Integration.

1. Definitions. As used in these Additional Terms, the following capitalized terms shall have the meanings ascribed to them below:
   
   1. “Client POS” means the third-party POS system used by Client to manage the listing, distribution and sale of Client Tickets.
   2. “Client Tickets” means live event tickets that are lawfully owned and controlled by Client.
   3. “Company” means Victory Live, Inc.
   4. “Confidential Information” means confidential, proprietary or non-public knowledge, data or information in any way relating to the VL-AXS Integration and/or the business of Company or Client, in any format now or hereafter known (including, without limitation, printed, digital, numerical, text-based, machine-readable, verbally transmitted or otherwise). Confidential Information may include, without limitation, information relating to pricing, fees, sales and marketing strategies, potential investments and/or acquisitions, or the manner or method of conducting business.
   5. “Management Services” has the meaning set forth in Section 4 below.
   6. “Objection Period” has the meaning set forth in Section 5.d. below.
   7. “OPU” means Company’s Off-Platform Upload program, which consists of a bundle of software and services that enables clients to list, distribute and sell live event tickets to the public through third party online ticket resale marketplaces, via Company’s consignment-based online ticket distribution platform.
   8. “OPU Handbook” means Company’s Handbook for OPU users (the current version of which is available at victorylive.com/OPU-1TX_Handbook/).
   9. “Seller Handbook” means Company’s Handbook for Company’s clients who list and sell tickets through the use any of Company’s products and services (the current version of which is available at victorylive.com/seller-handbook/)
   10. “Ticket Data” means data that is derived from the listing and/or sale of Client Tickets via OPU.

2. Listing of Client Tickets via VL-AXS Integration.
   
   1. All Client Tickets will be listed via the VL-AXS Integration, unless Client takes the applicable step in the Client POS to inform Company that Client wishes to exclude particular Client Tickets from the VL-AXS Integration. For clarity, however, Company reserves the right, in the exercise of its good faith business judgment, to restrict the sharing of particular Client Tickets on the VL-AXS Integration.
   2. Company acknowledges that, at all times during the Term, Client will establish the price for all Client Tickets via the Client POS (the “Client Price”). Notwithstanding the foregoing, Client acknowledges and agrees that, due to pricing policies and/or service charges and/or fees established by AXS Official Resale, the price for a Client Ticket as actually listed for sale on AXS Official Resale may be higher or lower than the Client Price for that Client Ticket in the Client POS.
   3. Company will embed a unique code in all Client Tickets listed for sale through the VL-AXS Integration to identify them as tickets that are owned and controlled by Client, and to differentiate the Client Tickets from all other tickets that are listed and sold through the VL-AXS Integration. However, Client shall not be identified in any such listings as the owner and seller of the Client Tickets, unless required (i) to resolve any problems relating to the delivery of Client Tickets to purchasers or (ii) by applicable law.
   4. Notwithstanding anything to the contrary expressed or implied herein, Client acknowledges and agrees that Client shall be prohibited from listing any of the following tickets on the VL-AXS Integration:
      
      1. Any tickets that were obtained through any illegal, improper or unlawful means, including, without limitation, through the use of so-called “bots” or other automated ticket purchasing software, or the circumvention of a security measure, access control system, or other technological measure on a website or online service of a ticket issuer that is used to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules; or
      2. Any tickets whose resale via the VL-AXS Integration is prohibited by the terms of any agreement between Client and any third party (including, without limitation, the party from which Client acquired such tickets).
   5. Client’s continued access to and use of the VL-AXS Integration will be subject to Client’s ongoing compliance with the policies and procedures outlined in the OPU Handbook and the Seller Handbook.

3. Management Services Provided by Company. Company will provide the following services (“Management Services”) on Client’s behalf in connection with the listing, distribution and sale of Client Tickets via OPU:
   
   1. Create listings for Client Tickets on AXS Official Resale, based on information provided by Client regarding the applicable Client Tickets (e.g., event description, event date, seat location, etc.).
   2. Interface and communicate with AXS Official Resale on all matters relating to the listings for Client Tickets, including, where appropriate, by updating, maintaining and managing all listings (subject always to any conditions of sale established by Client in the Client POS).
   3. If and when a Client Ticket is sold on AXS Official Resale via the VL-AXS Integration, provide the following fulfillment and customer service services (subject, however, to Client’s timely delivery of such ticket to Company in a functional and industry-standard format):
      
      1. Fulfillment services to facilitate delivery of such ticket to the purchaser (except that Client will be solely responsible for delivery of hard tickets). Without limiting the foregoing, Company will use reasonable efforts to deliver each Client Ticket to the purchaser on a timely basis; provided that Company shall not be responsible for any late delivery to purchasers that results from Client’s failure to deliver any Client Ticket to Company on a timely basis.
      2. Customer service support to assist the purchaser and the relevant Retailer to assist in resolving any issues that may arise with respect to the transaction.
      3. Collection of all sales proceeds from AXS in connection with all sales of Client Tickets via the VL-AXS Integration. For the avoidance of doubt, Client will not have any right to collect or attempt to collect any sales proceeds relating to Client Tickets listed on AXS Official Resale via the VL-AXS Integration.

4. Additional Terms Relating to Payment of Net Proceeds to Client.
   
   1. If any of the following events shall occur in respect of a Client Ticket, and Company has previously made payment to Client in respect of such Client Ticket, then Client shall be obligated to reimburse Company for any and all amounts previously paid by Company to Client in connection with the sale of that Client Ticket:
      
      1. If the sale of that Client Ticket is cancelled, whether by the purchaser, the Retailer, a credit card issuer or otherwise;
      2. If a payment which was initially authorized is later reversed or denied by a credit card issuer;
      3. If Company is unable to deliver that Client Ticket to the purchaser by reason of Client’s failure to supply the Client Ticket to Company; or
      4. If the event for which that Client Ticket was previously sold is cancelled for any reason.

Furthermore, if Client fails to reimburse Company in any instance provided above within five (5) business days following Company’s request, then Company will have the right to deduct the amounts due and owing to Company from any and all monies otherwise payable by Company to Client or held by Company on Client’s behalf under or in connection with any agreement or other business relationship between Company and Client.

1. 2. Each payment and accounting made by Company to Client shall be deemed correct, conclusive and binding upon Client ninety (90) days after the date received (the “Objection Period”), unless specific objection in writing, stating the basis thereof, is given to Company prior to the expiration of the Objection Period.

5. Intellectual Property.  Client acknowledges and agrees that the VL-AXS Integration, the software that powers it, and all related code, data and documentation is proprietary information and a trade secret of Company, whether or not any portion thereof is or may be validly copyrighted or patented. Client acknowledges that Company has exclusive right, title and interest in and to the VL-AXS Integration, the software that powers the VL-AXS Integration, and all related code, data and documentation. All applicable rights to patents, copyrights, trademarks and trade secrets in the VL-AXS Integration and all related code, data and documentation, and any and all modifications thereto, are and shall remain the sole and exclusive property of Company. Client shall not at any time do or cause to be done any act or thing impairing or tending to impair any part of such rights, title and interest. Client’s use of the VL-AXS Integration shall not create in Client’s favor any right, title or interest in the VL-AXS Integration, the software that powers the VL-AXS Integration or any related code, data and/or documentation.

6. Termination.
   
   1. In the event Client fails to perform any of its obligations under these Additional Terms or any of the other terms of the Client Agreement between Company and Client (each such failure to perform, a “Default”), Company may notify Client of such Default, and demand that Client cures the Default within a specified time period. Thereafter, if Client fails to cure the Default within the specified time period, then Company will have the right to terminate Client’s subscription to the VL-AXS Integration and/or the Client Agreement, without further notice; and in such event, Company shall be released from all of its obligations with respect thereto, and shall have the right to exercise any recourse or remedy that it may have under these Additional Terms and/or the Client Agreement.
   2. From and after the effective date of termination: (i) no new listings for Client Tickets will be created; and (ii) Company may, in its discretion, remove all listings for unsold Client Tickets from OPU.
   3. From and after the effective date of termination: (i) no new listings for Client Tickets will be created; and (ii) Company may, in its discretion, remove all listings for unsold Client Tickets from the VL-AXS Integration.
   4. Notwithstanding any such termination: (i) Company will remain obligated to make payments to Client in respect of all monies derived from sales of Client Tickets through the VL-AXS Integration (whether such sales occurred prior to or after the date of such termination) in accordance with the agreement between Company and Client; and (ii) Client will remain obligated to supply all Client Tickets associated with all such sales.

7. Disclaimer. The VL-AXS Integration is provided on an “as is” and “as available” basis. Company does not make any warranties, express or implied, concerning the VL-AXS Integration or the software or services provided hereunder, or the use thereof. Company does not warrant that the VL-AXS Integration will meet all of Client’s business requirements, will operate with Client’s hardware, software, systems or data, or that the use of the VL-AXS Integration will be error free. Company does not warrant that Client’s use of the VL-AXS Integration and the services provided by Company are permitted or authorized by the terms of any agreements between Client and the third parties from whom Client acquires tickets. In the event that any of Client’s accounts or agreements with third parties are terminated as a result of Client listing and selling tickets through the VL-AXS Integration, Company shall not be responsible for any losses or damages incurred by Client. Accordingly, Client understands and agrees that it uses the VL-AXS Integration and accepts Company’s services at its own risk. Client acknowledges that the VL-AXS Integration may be non-functional on a periodic basis for maintenance and other reasons. Client agrees to implement sufficient contingency plans to continue its business operations in the event the VL-AXS Integration is temporarily non-functional.

8. Representations and Warranties: Client represents and warrants as follows:
   
   1. Client has the full power and authority to enter into the Amendment to which these Additional Terms apply, and to perform all of its obligations thereunder. The execution, delivery and performance of such Amendment by Client does not and will not violate or conflict with (i) any organizational or governing documents relating to Client, or (ii) any law, rule or regulation applicable to Client or (iii) the rights of any third party or (iv) any agreement to which Client is or was subject.
   2. Client has the full right, power and authority to distribute and sell all Client Tickets which Client authorizes to be listed for sale through the VL-AXS Integration. Without limiting the foregoing, Client is and shall be the sole and exclusive owner of all Client Tickets, or has obtained all licenses, clearances and consents from all applicable third parties as may be required for Client to distribute and sell the Client Tickets via the VL-AXS Integration as provided herein.
   3. Client acquired or will acquire ownership of all Client Tickets in compliance with all applicable laws and regulations, as well as any agreements to which Client is a party. Without limiting the foregoing, Client has not obtained any Client Tickets through any improper, unlawful or illegal means, including, without limitation, through the use of so-called “bots” or other automated ticket purchasing software, or the circumvention of a security measure, access control system, or other technological measure on a website or online service of a ticket issuer that is used to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules.
   4. During the Term of Client’s subscription to the VL-AXS Integration, if required by applicable law, Client will maintain a valid license to resell live event tickets pursuant to the laws of (i) the State of New York or (ii) any other applicable jurisdiction.
   5. Client will be solely responsible for collection, reporting and remittance of any and all taxes which may be due under applicable law in connection with the sale of Client Tickets (including, without limitation, any sales and/or use taxes).

9. Indemnification. Client will defend, indemnify and hold harmless Company and its parent, affiliates, shareholders, members, officers, directors, employees, agents, licensees, successors and assigns from and against any and all claims, demands, actions, costs, liabilities and losses (including reasonable attorneys’ and expenses) arising out of any third party claim (including claims asserted by any purchaser, Retailer or governmental agency) arising from or relating to any of the following: (a) any breach or alleged breach by Client of any representation, warranty or other obligation hereunder, (b) any error, negligence or misrepresentation made by Client with respect to any Client Ticket, (c) Client’s failure to supply on a timely basis any Client Ticket that has been sold through the VL-AXS Integration, (d) the removal by Client of any Client Ticket listing from the VL-AXS Integration following the sale of such Client Ticket, (e) Client’s unauthorized or illegal listing and/or sale of Client Tickets, (f) the breach of any agreement between Client and any third party from whom Client acquires any Client Tickets or (g) any violation of any law or the rights of a third party relating to any Client Ticket or Client’s use of the VL-AXS Integration. This Section shall survive termination of Client’s subscription to the VL-AXS Integration, regardless of the reason for termination.

10. Confidentiality.
    
    1. During the Term of Client’s subscription to the VL-AXS Integration, each party may have access to certain Confidential Information of the other party. In view of the foregoing, during the Term of Client’s subscription to the VL-AXS Integration and continuing for an indefinite period thereafter: (i) each party shall maintain strict confidentiality with respect to all Confidential Information of the other party; (ii) neither party shall directly or indirectly disclose, use, sell, license, publish, reproduce or otherwise make available to any person or entity any Confidential Information of the other party without the prior express written consent of such other party; and (iii) each party shall secure and protect Confidential Information of the other party in a sufficient manner to maintain such other party’s confidentiality and proprietary rights.
    2. Notwithstanding the foregoing, nothing in these Additional Terms shall prevent a party’s disclosure of any of the other party’s Confidential Information (i) to its attorneys, accountants and other professional representatives who have a need to know such information in connection with their representation of such party, but only if such representatives agree to comply with the provisions of this Section 11, or (ii) to the extent such disclosure required to comply with applicable law or regulation or a valid order of a court of competent jurisdiction; provided that if a party receives a demand from a third party which purports to require disclosure of the other party’s Confidential Information (g., a subpoena), such party shall notify and consult with the other party promptly following receipt of such demand or request (and prior to making any such disclosure), and cooperate with such other party in any efforts to oppose and/or limit such disclosure.

11. Non-Solicitation. Client acknowledges that Company has devoted and will continue to devote significant time, effort and money to attracting, training and retaining high quality personnel, in order to provide the innovative, high quality products and services offered by Company to its customers (including Client). Accordingly, in consideration of the rights and services herein provided to Client, Client expressly agrees that, during the Term of Client’s subscription to the VL-AXS Integration and for a period of one (1) year thereafter, Client will not directly or indirectly solicit, contact or communicate with any employee of Company or its affiliates for the purpose of causing, inviting or encouraging any such employee to alter or terminate such party’s employment relationship with Company or such affiliates.

12. Company’s Remedies. Client acknowledges and agrees that a breach of Section 10 or 11 of these Additional Terms by Client would cause irreparable injury and damage to Company and that money damages would not be an adequate remedy for such a breach. Accordingly, Company shall be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of Section 10 or 11 of these Additional Terms by Client, without having to prove damages, in addition to any other remedies to which Company may be entitled at law or in equity. Client agrees that the covenants set forth in these Additional Terms are reasonable with respect to duration, geographic area and scope and are necessary to protect the business of Company.

1. Limitation of Liability. Notwithstanding anything to the contrary expressed or implied herein:
   
   1. In no event shall Company be liable to Client for any indirect, special, consequential, punitive or exemplary damages, including loss of profits, whether tevo and/or Client knew or should have known of the possibility of such damages.
   2. For any claim by Client that Company underpaid Net Proceeds, Company’s sole liability will be payment of the Net Proceeds actually due and payable.
   3. For any claim by Client that Company has breached any of Company’s other obligations hereunder, Company’s liability will not exceed the net Management Fees earned and received by Company during the twelve (12) month period immediately preceding the date on which Client’s claim arose; and
   4. The limitations set forth in this Section 13 shall apply regardless of the form, nature or type of claim or cause of action asserted by CLIENT, whether in contract, tort or otherwise, and shall survive any termination of these Additional Terms, regardless of the reason for such termination.

14. No Reliance. Client will use and rely solely upon its own independent judgment and analysis in connection with all activities undertaken and/or decisions made by Client relating to these Additional Terms. Client will not look to or rely upon Company to provide any advice or recommendations with respect to such matters, and acknowledges that Company makes no representation or warranty of any kind regarding the profitability of Client’s activities pursuant to these Additional Terms.