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Supplemental Terms for API Partners

Last Updated: June 26, 2026

Introductory Matters

Victory Live, Inc. (“Company”) provides an API-based, online ticket distribution API Solution (the “API Solution”) and related services that enable participating clients to access and display Company’s inventory of tickets.

These Supplemental Terms for API Partners (these “API Partner Terms”) govern your use of the API Solution and related services provided by Company. You are sometimes hereinafter referred to in these API Partner Terms as “Client.”

These API Partner Terms are subject to Company’s User Agreement and Seller Handbook, both of which are incorporated herein by reference. Capitalized terms used in these API Partner Terms but not defined herein will have the meaning set forth in the User Agreement. In the event of any inconsistency between these API Partner Terms and the User Agreement, these API Partner Terms will control.

If you entered into a prior agreement with Company or its predecessors-in-interest relating to the API Solution, then these API Partner Terms supersede and replace that prior agreement in its entirety.

Company reserves the right to modify these API Partner Terms at any time, in its discretion. In such event, Company will post an updated version of these API Partner Terms here, which will automatically replace any previous versions and become effective immediately for all users of the API Solution and related services. Your continued use of the API Solution and/or related services following the posting of any such updated API Partner Terms will constitute your acceptance of the revised API Partner Terms, to the extent permitted by applicable law.

These API Partner Terms include the following additional documents which are annexed hereto and incorporated herein by reference:

Attachment 1 Fees (Template)

Attachment 2 Client Outlets (Template)

PLEASE READ THESE API PARTNER TERMS CAREFULLY.

THESE API PARTNER TERMS ARE SUBJECT TO THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER SET FORTH IN SECTION 16 OF THE USER AGREEMENT.

BY USING THE API SOLUTION OR OTHERWISE INDICATING YOUR ASSENT TO THESE API PARTNER TERMS, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE API PARTNER TERMS. IF YOU DO NOT AGREE TO THE API PARTNER TERMS, THEN DO NOT USE THE API SOLUTION.

Standard Terms and Conditions

  1. Term. This Agreement will commence on the later of the two (2) Signature Dates set forth in the signature block on the first page of this Agreement (such date, the “Effective Date”) and continue for an initial period of three (3) years (the “Initial Period”). Thereafter, this Agreement will automatically renew for a series of successive one (1) year renewal periods (each such renewal period, a “Renewal Period” and, together with the Initial Period, the “Term”). Notwithstanding the foregoing, each of Company and Client will have the right to terminate the Term as of the end of the Initial Period or any Renewal Period, and for any reason (or no reason), upon not less than thirty (30) days’ prior written notice to the other party.

  2. Exclusivity. During the Term, Company will be Client’s exclusive partner to provide ticket inventory to Client and its Customers (as defined below). Accordingly, during the Term, Client will not license or subscribe to any technology-based solution (other than the API Solution) that lists or provides ticket inventory to or for the benefit of Client or its Customers, or enter into any agreement or arrangement with any party (other than Company) with respect to any other method or means for procuring, listing, providing or offering ticket inventory.

  3. The API Solution. The API Solution consists of the following components (portions of which may be provided by third parties):

    1. API. The API Solution is powered by an API (the “Company API”) that will enable Client to access and display Tickets and Ticket Content on Client Outlets, for the benefit of Client’s customers seeking to browse and/or purchase Tickets (“Customers”). Company will use commercially reasonable efforts to make the Company API available to Client 24 hours a day, 7 days a week; provided that Client acknowledges that there may be occasions when the Company API is not accessible, in which case Company will use commercially reasonable efforts to restore access to the Company API as soon as reasonably feasible.

      1. “Ticket” means an event ticket that is listed for sale by a selling party via the API Solution.

      2. “Ticket Content” means customary information related to events that are the subject of Tickets, including, by way of example, performer, event or team name(s), date(s), venue, price, quantity, seat location, seat maps, venue information, trademarks, trade names, images, graphics, music, videos, logos, event, venue and/or performer descriptions and any other listing data, information or materials related to Tickets.

      3. “Client Outlets” means websites and mobile applications owned and controlled by Client where Client will list and sell Tickets, as specifically identified on Attachment 2 or otherwise specifically approved in writing by Company.

    2. Technical Support. Company will maintain a help desk to address Client’s technical questions or problems regarding the Company API. The help desk is generally available from 9:00 a.m. until 6:00 p.m. Eastern Time, Monday through Saturday by phone or e-mail. The e-mail address for the help desk is support@victorylive.com and the phone number is (201) 499-0833.

    3. Fulfillment. Company will be responsible for arranging the delivery of any Tickets purchased by Customers from the selling party to Client. Client will be responsible for delivering Tickets to each purchasing Customer. Tickets may be provided electronically or in hard stock form, as available.

    4. Fraud Tool (Optional) . Company offers a fraud tool for Client’s use, as an optional feature of the API Solution, which may be used to detect and minimize the incidence of fraud in connection with the sale of Tickets purchased by Customers (the “Fraud Tool”). Client has the option (but no obligation) to use the Fraud Tool.

    5. Checkout Tool (Optional). Company offers a “white label” e-commerce checkout tool for Client’s use on Client Outlets (the “Checkout Tool”), as an optional feature. Client has the option (but no obligation) to use the Checkout Tool.

    6. Cart Abandonment Tool (Optional). Company offers a cart abandonment tool for Client’s use as an optional additional feature of the Checkout Tool (the “Cart Abandonment Tool”) Client has the option (but no obligation) to use the Cart Abandonment Tool.

  4. Overview of Business Relationship. Company will provide the API Solution to Client to enable Client to access, display, offer and sell Tickets to Customers via Client Outlets. Under this arrangement, Customers will be able to browse and purchase Tickets via Client Outlets; and Company and Client will function as intermediaries between the selling parties and the Customers. In each instance where a Customer selects a Ticket for purchase via a Client Outlet, the following shall occur: (a) the API Solution will notify Company and Client of the Customer’s intent to purchase; (b) Client will sell that Ticket to the Customer at a price to be determined by Client, via a Client-controlled e-commerce checkout process on the applicable Client Outlet; and (c) Client will pay to Company an amount equal to the price set by Company for such Ticket as broadcast through the Company API (the “API Price”), via a payment process outlined in Section 6.a. below.

  5. API Price / Fees / Delivery Charges / Taxes.

    1. API Price. For each Ticket purchased by a Customer via a Client Outlet, Client will pay the API Price to Company. All Ticket purchases are final, non-refundable and non-cancellable once accepted by the selling party.

    2. Fees. Company will be entitled to the fees described and set forth on Attachment 1.

    3. Delivery Charges for Hard Stock Tickets. Client will reimburse Company for the shipping charges to deliver hard stock Tickets to Client (the “Delivery Charges”). Delivery Charges will be calculated based on Client’s “ship to” address and Company’s then-current shipping rates.

    4. Taxes. If required pursuant to applicable law (and unless Company and Client specifically agree in writing on a different arrangement): (i) Company will collect and remit any Taxes due in connection with amounts paid to Company when Tickets are sold via Client Outlets; and (ii) Client will collect and remit any Taxes due in connection with amounts paid to Client when Tickets are sold via Client Outlets. As used herein, “Taxes” means sales use and/or excise taxes imposed on the seller in connection with the sale of goods or services.

  6. Payments to Company.

    1. Client’s EvoPay Account and Linked Bank Account. Promptly following the Effective Date, Client will establish an EvoPay Account with Company (“Client’s EvoPay Account”). In addition, and as a required element of establishing and maintaining Client’s EvoPay Account, Client will be required to maintain a valid bank account in the United States that is linked to Client’s EvoPay Account (the “Linked Client Bank Account”). At all times during the Term, Client will continue to maintain Client’s EvoPay Account and the Linked Bank Account in good standing, in accordance with Company’s policies and procedures. In any instance when Client is obligated to make payments to Company under this Agreement (including, without limitation, in connection with Tickets purchased via Client Outlets), Company will have the right to debit the applicable amounts from Client’s EvoPay Account and/or the Linked Bank Account.

    2. Required Balance in Client’s EvoPay Account. During the initial three (3) month period starting on the Effective Date, Client shall maintain a balance in Client’s EvoPay Account that exceeds the anticipated aggregate amounts payable to Company for daily Ticket purchases via Client Outlets (such aggregate amounts, the “Ticket Purchase Payables”) during such period (based on projections mutually agreed upon by Client and Company). After such initial three (3) month period and for the duration of the Term, Client will maintain a balance in Client’s EvoPay Account that is not less than 110% of the daily average of the actual Ticket Purchase Payables, as calculated by Company in arrears on a rolling 3-month basis. Company will send an email alert to Client if Client’s EvoPay Account balance falls below the applicable threshold; and, in such event, no Ticket orders will be processed until the balance in Client’s EvoPay Account is replenished to meet or exceed such threshold.

    3. Delivery Charges. For any Delivery Charges applicable hereunder, Company will invoice and charge Client’s credit card on or about the fifth business day of each month.

    4. Refunds; Substitutions; Fraud-Related Chargebacks.

      1. Refund for Tickets Not Timely Delivered. If Client notifies Company that Client has not received Tickets prior to the applicable event, then Company will use good faith efforts to investigate; and if its investigation confirms that Tickets were not timely delivered, Company will promptly refund the API Price to Client’s EvoPay Account.

      2. Refund for Canceled Events. If an event is canceled, Company will promptly refund the API Price to Client’s EvoPay Account for Tickets purchased by Customers to such event, upon Client’s request. For clarity, if an event is postponed or rescheduled (rather than canceled), Company will not provide any refund.

      3. Substitutions. In the event a Customer’s purchase of Tickets is confirmed by the selling party but those Tickets subsequently cannot be delivered, Company will use commercially reasonable efforts to provide the same number of substitute tickets to the same event, in a section/row of equal or better location. Company will promptly provide Client notice regarding any such substitution, and Client will have the option to accept or reject such “equal or better” substitute tickets. For clarity, however, if Company offers to provide such “equal or better” substitute tickets, but Client rejects them, then Company’s sole obligation will be to refund the API Price for such Tickets to Client’s EvoPay Account.

      4. Fraud-Related Chargebacks. If Client elects to use the Fraud Tool, and Client incurs a fraud-related chargeback on an order for Tickets that was approved by the Fraud Tool, then Company will reimburse Client for the applicable amount of such chargeback, via a credit to Client’s account hereunder. However, if Client elects not to use the Fraud Tool, then Client will bear the full risk for all fraud-related chargebacks, and will indemnify, defend and hold Company harmless from and against any and all liabilities, costs, fees and damages incurred in connection with any and all such fraud-related chargebacks.

  7. Authorizations. As a condition of Client’s rights under this Agreement, Company may require Client to complete and sign some or all of the following authorizations, in each case in the form provided by Company:

    1. EvoPay Authorization
    2. ACH Authorization
    3. Credit Card Authorization
    4. Background Check Authorization
    5. Professional References Authorization.

  8. Buying Tickets on Company’s Online Ticket Exchange (currently known as CORE). As an additional benefit of entering into this Agreement, Client will have the revocable privilege to access and use Company’s online ticket exchange API Solution (currently known as CORE) (“CORE”) for the purpose of buying tickets from other sellers, subject to and in accordance with Company’s User Agreement (available at www.victorylive.com/user-agreement, and applicable to all users of Company’s Victory Live One API Solution and related technology assets) and the Supplemental Terms for Marketplace Buyers (available at www.victorylive.com/supplemental-terms-for-marketplace-buyers, and applicable to all users of CORE).

  9. License and Ownership.

    1. License to Use API Solution. Company hereby grants to Client a revocable, non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license, during the Term, to (i) use the API Solution (including the right to make calls to the Company API), and (ii) use, reproduce, distribute, transmit, display and modify (solely to the extent necessary to format and display it through Client Outlets) Tickets (including Ticket Content) solely for the purposes of listing and selling Tickets to Customers via Client Outlets.

    2. Restrictions. Client shall not use or distribute Tickets other than as expressly permitted hereunder. Without limiting the foregoing, Client shall not (i) provide access to the API Solution or applicable login or access credentials provided by Company to any other party, (ii) redistribute or make available any part of Tickets other than through Client Outlets, (iii) make any modifications to Tickets, other than as expressly permitted in Section 9.a. above, (iv) use the API Solution in a manner that exceeds reasonable request volume, or constitutes excessive or abusive usage, (v) interfere with or disable any features or functionality of Company’s services or the API Solution, (vi) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form of Company’s services, the API Solution or Tickets, and/or (vii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Company services. In addition to, and without limiting the generality of the foregoing, Client’s right to display Ticket Content on Client Outlets is solely for the purposes of enabling Client to sell Tickets to Customers, and does not include the right to use or distribute any such Ticket Content for any other purposes whatsoever, including on a standalone basis.

    3. Monitoring. At all times during the Term, Company has the right (but not the obligation) to monitor Client’s use of the API Solution in order to protect Company and third parties, and to comply with legal obligations or governmental requests.

    4. Company’s Right to Make Modifications. Company reserves the right to modify the API Solution, or any of the features provided in connection with the API Solution, at any time with or without notice. Any such modifications may require Client to make changes, at its sole cost and expense, to continue to access Tickets.

    5. Proprietary Rights. Company and its licensors reserve all rights, title and interest in and to the API Solution, Tickets and Ticket Content, including all related intellectual property and all other proprietary rights therein. No rights are granted to Client hereunder other than as expressly set forth herein.

    6. Marks. Each party shall own all rights, title and interest in and to its logos, trademarks and service marks (collectively “Marks”). Neither party shall, without the other party’s prior written authorization, use, display or reproduce any Marks of the other party.

    7. Suggestions. Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its services any suggestions, enhancement requests, recommendations or other feedback provided by Client.

  10. Confidentiality.

    1. Protection of Confidential Information. Except as otherwise permitted in writing by Disclosing Party, Receiving Party (i) shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) shall not to disclose or use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, and (iii) shall limit access to Confidential Information of Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Receiving Party containing protections no less stringent than those herein.

    2. Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if it is compelled by law to do so, provided Receiving Party gives Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the disclosure.

    3. “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information of Company shall include the API Solution, all Ticket Content and the terms and conditions of this Agreement. Without limiting the foregoing, Confidential Information of Client shall include proprietary processes including verification systems for Customer eligibility. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party, (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party, (iii) is received from a third party without breach of any obligation owed to Disclosing Party, or (iv) was independently developed by Receiving Party.

  11. Termination.

    1. Termination for Material Breach. In the event either party commits a material breach of this Agreement, the other party may, upon thirty (30) days’ prior written notice, terminate this Agreement; provided, however, that this Agreement shall not be terminated if, with respect to breaches that by their nature are capable of being cured, the breaching party cures the breach within thirty (30) days after receipt of the notice of breach.

    2. Effect of Termination. From and after the effective date of termination, Client and its Customers shall cease to have access to the API Solution. Notwithstanding any such termination, however: (i) Company will fulfill all orders for Tickets purchased by Customers prior to the effective date of termination; and (ii) Client will remain obligated to pay the API Price and any other amounts due and owing to Company hereunder for Tickets purchased by Customers through the effective date of termination.

  12. Disclaimer. The API Solution is provided on an “as is” and “as available” basis. Company does not make any warranties, express or implied, concerning the API Solution, or the use thereof. Company does not warrant that the API Solution will meet all of Client’s business requirements, will operate with Client’s hardware, software, systems or data, or that the use of the API Solution will be error free. Furthermore, Company makes no warranties as to the availability, completeness or accuracy of any data listed on or through the API Solution. Accordingly, Client understands and agrees that it uses the API Solution and accepts Company’s services at its own risk. Client acknowledges that the API Solution may be unavailable and/or 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 API Solution is temporarily unavailable and/or non-functional.

  13. Indemnity.

    1. By Client. 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’ fees and expenses) arising out of any third party claim relating to (i) any false, misleading, inaccurate or defamatory information displayed on any Client Outlets, (ii) Client’s obligations with respect to Taxes, (iii) Client’s violation of applicable law, or (iv) the actual or alleged infringement by Client of the rights of any third party (including, without limitation, with respect to intellectual property rights or privacy rights). This Section shall survive termination of this Agreement, regardless of the reason for termination.

    2. By Company. Company will defend, indemnify and hold harmless Client 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 relating to (i) Company’s obligations with respect to Taxes, (ii) Company’s violation of applicable law, or (iii) the actual or alleged infringement by Company of the rights of any third party (including, without limitation, with respect to intellectual property rights or privacy rights). This Section shall survive termination of this Agreement, regardless of the reason for termination.

  14. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED HEREIN:

    1. EXCEPT IN CONNECTION WITH A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS: (i) In no event shall either party be liable to the other party for any indirect, special, consequential, punitive or exemplary damages, including loss of profits, whether such party knew or should have known of the possibility of such damages; and (ii) COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE net amounts actually received by Company hereunder DURING THE TWELVE (12) MONTH PERIOD PRECEDING SUCH CLAIM.

    2. The limitations set forth in this Section 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 this Agreement, regardless of the reason for such termination.

  15. Data Practices.

    1. De-Identified and Aggregated Data. Client acknowledges and agrees that Company will have the perpetual right to de-identify all data derived from the sale of Tickets to Customers via the API Solution, to aggregate such data with other data, and to store, use, disclose, and analyze such de-identified and aggregated data; provided that such de-identified and aggregated data does not identify Client, any Customer or any other individual person. Without limiting the foregoing, such de-identified and aggregated data may include event name, date, venue, seat location, ticket price and date of sale. Without limiting the foregoing, Company retains all intellectual property rights in such de-identified and aggregated data, and such rights survive termination of this Agreement.

    2. Privacy Policy. If and to the extent applicable, Company’s Privacy Policy (which is available at https://www.victorylive.com/privacy-policy/ and may be updated periodically in Company’s discretion) is incorporated herein by reference.

    3. Data Processing Addendum. If and to the extent applicable, Company’s Data Protection Addendum (which is available at https://www.victorylive.com/dpa and may be updated periodically in Company’s discretion) is incorporated herein by reference.

  16. Feedback. If you send us any feedback or suggestions regarding the API Solution or our services, you grant to Company and our affiliates an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use or share any such feedback or suggestions for any purpose without any obligation or compensation to you or any other party.

  17. Arbitration and Class Action Waiver. See Section 16 of the User Agreement.

  18. Governing Law, Venue and Jurisdiction. See Section 17 of the User Agreement.

  19. Miscellaneous.

    1. Entire Agreement. These API Partner Terms contains the entire agreement between Client and Company with respect to Client’s use of the API Solution and related services, and supersedes any and all other agreements or correspondence, either oral or in writing, between Client and Company with respect to such subject matter.

    2. Contractual Limitations Period on Claims. You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the API Solution must be asserted within one (1) year after the claim arises. Otherwise, such claim will be permanently barred. Notwithstanding the foregoing, this contractual limitation period shall not apply to residents of New Jersey.

    3. Assignment. Client may not assign or transfer these API Partner Terms, or any of Client’s rights or obligations, without Company’s prior written consent, which may be withheld in Company’s sole discretion. Company may assign or transfer these API Partner Terms and/or any of its rights and obligations in its sole discretion. These API Partner Terms shall be binding upon and inure to the benefit of Client and Company and their respective successors and permitted assigns.

    4. No Partnership or Joint Venture. Nothing contained herein shall be construed to create a partnership or joint venture relationship between Company and Client. Furthermore, except for the limited agency authority specifically granted herein to Company to act on Client’s behalf, nothing contained herein shall be construed to create a general agency relationship between the parties.

    5. No Third Party Beneficiaries. Except as otherwise expressly provided in these API Partner Terms, there shall be no third-party beneficiaries to these API Partner Terms.

    6. Force Majeure. Company shall not have any liability under these API Partner Terms for Company’s failure or delay in performing any of its obligations under these API Partner Terms to the extent the failure or delay is the result of any Force Majeure Event; and Company’s performance of those obligations will be suspended for the duration of such Force Majeure Event. As used herein, a “Force Majeure Event” means any event or contingency beyond Company’s control, including without limitation, any natural disaster, act of declared or undeclared war or of a public enemy, act of terrorism, fire, explosion, unusually severe weather, epidemic, pandemic, or other public health or safety emergency, failure, interruption or damage of or to communications networks or facilities, electric power or other utilities or vital infrastructure (including the Internet, computer networks or related facilities), any strike or labor disputes, or any actions in response to any of the foregoing.

    7. Notices. All notices pursuant to these API Partner Terms shall be in writing, and shall be deemed to have been given (i) on the date delivered (as evidenced by customary proof of delivery), if delivered personally, by overnight courier (such as Fedex or UPS) or by certified or registered mail, or (ii) on the date transmitted, if delivered by email, provided the notice is sent to a valid email address of the receiving party for notices and provided further that no “error” message or other notification of non-delivery is received by the party giving the notice. Each notice shall be addressed to the receiving party at the registered address for such party (or any updated address that a party may provide to the other party by subsequent notice). Without limiting the foregoing, all notices to Company hereunder shall be sent to the following Company email addresses: VL1support@victorylive.com and legal@victorylive.com.

    8. Severability. If any provision of these API Partner Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these API Partner Terms and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law; provided, however, that the economic and legal substance of the transactions contemplated by these API Partner Terms is not affected in any manner that is materially adverse to any party affected by such invalidity or unenforceability.

    9. Admissibility. A printed version of (i) these API Partner Terms and/or (ii) any notice given in electronic or other written form shall be admissible in judicial or administrative proceedings based upon or relating to these API Partner Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  20. Contact Us. If you have questions about these API Partner Terms or the API Solution, please contact us by email at VL1support@victorylive.com.


[END OF STANDARD TERMS AND CONDITIONS]
[ATTACHMENTS TO FOLLOW]
Attachment 1
Fees


  1. Set-Up Fee: $______, payable via Client’s credit card within two (2) business days following the Effective Date.]

  2. Monthly Fee: $_____ per month, payable on a monthly basis during the Term, via Client’s credit card, on or about the first business day of each calendar month during the Term.

  3. Transaction Fee: _________ percent (__%) of the API Price in connection with all Tickets purchased via Client Outlets, calculated on an order-by-order basis; provided that in no event shall the Transaction Fee be less than Two Hundred Fifty Dollars ($250) in any month during the Term. The Transaction Fee will be paid to Company by debiting the applicable amounts from Client’s EvoPay Account and/or the Linked Bank Account.]

  4. Fraud Tool Fee: If and only if Client opts to use the Fraud Tool, an additional fee for the use of the Fraud Tool equal to one percent (1%) of the API Price of each Ticket purchased via Client Outlets. The Fraud Tool Fee (if any) shall be paid via Client’s credit card on a monthly basis, via a charge initiated by Company promptly following the beginning of each calendar month during the Term. Notwithstanding the foregoing, at any time during the Term, Company will have the unilateral right to increase the Fraud Tool Fee on a prospective basis, on 30 days’ prior written notice to Client, including, without limitation, due to changing business conditions.

  5. Checkout Tool Fee: If and only if Client opts to use the Checkout Tool, Client will pay an additional fee in the amount of $250 per month for the use of the Cart Abandonment Tool (the “Checkout Tool Fee”). The Checkout Tool Fee (if any) shall be paid via Client’s credit card on a monthly basis, via a charge initiated by Company promptly following the beginning of each calendar month during the Term. Notwithstanding the foregoing, at any time during the Term, Company will have the unilateral right to increase the Checkout Tool Fee on a prospective basis, on 30 days’ prior written notice to Client, including, without limitation, due to changing business conditions.

  6. Cart Abandonment Tool Fee: If and only if Client opts to use the Cart Abandonment Tool, Client will pay an additional fee in the amount of $100 per month for the use of the Cart Abandonment Tool (the “Cart Abandonment Tool Fee”). The Cart Abandonment Tool Fee (if any) shall be paid via Client’s credit card on a monthly basis, via a charge initiated by Company promptly following the beginning of each calendar month during the Term. Notwithstanding the foregoing, at any time during the Term, Company will have the unilateral right to increase the Cart Abandonment Tool Fee on a prospective basis, on 30 days’ prior written notice to Client, including, without limitation, due to changing business conditions.


Attachment 2
Client Outlets

[Instructions to Client: Please list all websites and apps operated by Client where Client intends to list Tickets for sale]