Supplemental Terms for Data Services

Last Updated: May 5, 2025

Introductory Matters

Victory Live, Inc. (“Company”) owns a database containing proprietary data relating to the live event ticketing industry (“Company Data”). Company offers a range of services to its clients relating to Company Data on a subscription basis (“Data Services”), including, without limitation, (i) raw data, (ii) curated data dashboards accessible through Company’s Victory Live One platform, and (iii) customized analysis, reports, white papers, market forecasts and other services.

These Supplemental Terms for Data Services (these “Data Terms”) govern your use of Data Services provided by Company. You are sometimes hereinafter referred to in these Data Terms as “Client.”

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

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

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

PLEASE READ THESE DATA TERMS CAREFULLY.

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

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

Standard Terms and Conditions

1. Definitions. As used in these Data Terms, the following capitalized terms shall have the meanings ascribed to them below:

“Company Data” means a database owned by Company containing proprietary data relating to the live event ticketing industry.
“Confidential Information” has the meaning set forth in Section 13 below.
“License Fee” means the amount payable by Client to Company for the license to access and use Data Services hereunder (including all Licensed Data included therein), as specifically agreed in writing by Client and Company outside these Data Terms.
“Licensed Data” means the subset of Company Data to be licensed to Client, as specifically agreed in writing by Client and Company outside these Data Terms. For the avoidance of doubt, Licensed Data shall not include any personally identifiable information about ticket purchasers.
“Licensed Format” means the format in which the Licensed Data will be provided to Client, as specifically agreed in writing by Client and Company outside these Data Terms. By way of example, the Licensed Format may be (i) raw data delivered on a daily basis via Snowflake Direct, or (ii) on-demand access to a specified data dashboard via the Victory Live One platform.
“Licensed Services” means the customized analysis, reports, white papers, market forecasts and other services, if any, to be provided by Company to Client hereunder, as specifically agreed in writing by Client and Company outside these Data Terms.
“Registered User” means an employee of Client who is specifically authorized by Client to access and use the Licensed Data.

2. Term. The “Term” of the license herein granted to Client means the period during which Client may access and use Data Services and Licensed Data. Unless Client and Company specifically agree otherwise in writing outside these Data Terms:

The Term will consist of the Initial Period and one or more Renewal Periods.
The “Initial Period” will commence on the date Client agrees to these Data Terms and continue for an initial period of three (3) months.
Following the Initial Period, the Term will automatically renew on a month-to-month basis (each such monthly renewal period, a “Renewal Period”).
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.

3. License Granted. Company hereby grants to Client a limited, revocable, non-exclusive, non-transferable license, during the Term, to access and use the Licensed Data in the Licensed Format, and the Licensed Services, if any.

4. License Fee.

In consideration of the license herein granted by Company to Client, Client will pay to Company a license fee in an amount to be specifically agreed in writing by Client and Company outside these Data Terms (the “License Fee”).
Unless Client and Company specifically agree otherwise in writing outside these Data Terms, the License Fee will be paid via Client’s credit card, on or about the first business day of each calendar month during the

5. Matters to be Agreed Outside These Data Terms. Client and Company will mutually agree in writing on the following matters, outside these Deal Terms (with the understanding that such matters may be documented via DocuSign or an exchange of emails between authorized representatives of each party):

Licensed Data
Licensed Format
Licensed Services (if any)
License Fee
Term

6. Registered Users.

Notwithstanding anything to the contrary expressed or implied herein, only Registered Users shall be permitted to access and use the Licensed Data. Client will have the discretion to determine which of its employees shall be Registered Users. Client shall not permit any individual that is not a Registered User to access or use the Licensed Data; nor shall a Registered User be permitted to transfer or assign such individual’s rights to access and use the Licensed Data to any other individual. Client shall implement commercially reasonable security measures to ensure that the Licensed Data is not accessed or used by any individual that is not a Registered User. Client shall be solely responsible for the actions of (i) Registered Users or (ii) any other parties who may gain access to the Licensed Data as a result of Client’s or any Registered User’s failure to comply with the provisions of this Section or any of the other provisions of these Data Terms.
Client shall not use, and will ensure that its Registered Users do not use, the Licensed Data for unlawful purposes or in an unlawful manner; and at all times, Client and the Registered Users will comply with all applicable local, state, federal and international laws, statutes and regulations in connection with the use of the Licensed Data.
During the Term, Company will make available during normal business hours a service representative to help address any questions or concerns that Client or the Registered Users may have regarding the Licensed Data.

7. Restrictions. Client will not modify any Licensed Data, or use the Licensed Data in any manner not authorized under these Data Terms. Without limiting the foregoing, Client will not directly or indirectly post anywhere on the Internet, or otherwise distribute, publish or disclose any screenshots or other reproductions of any Licensed Data. Client will not share its login credentials with anyone other than Registered Users, and will not otherwise provide access to any Licensed Data to any individual or entity that is not a Registered User. Client will not use any Licensed Data or other Data Services in a manner that exceeds reasonable usage volume, or constitutes excessive or abusive usage. Client will not interfere with or disable any features or functionality of any dashboards or other features of any Company technology, or translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form thereof, and/or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms of any such dashboard or other features of any Company technology.

8. Authorizations. As an additional condition of the license herein granted to Client, Company may require Client to complete and sign the following authorizations, in each case in the form provided by Company:

ACH Authorization
Credit Card Authorization
Background Check Authorization
Professional References Authorization

9. Client Contact Information. As an additional condition of the license herein granted to Client to access and use Data Services, Client will provide Company with certain customary information regarding Client (including contact information, in a form or via a method designated by Company); and if Client’s contact information changes in the future, Client will promptly notify Company of Client’s updated contact information.

10. Intellectual Property. Client understands that, Data Services, the software that powers Data Services, 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 registered or subject to registration or other protection under applicable intellectual property laws (including, without limitation, copyright or patent laws). Client acknowledges that Company owns all right, title and interest in and to Data Services, the software that powers Data Services, and all related code, data and documentation. All applicable rights to patents, copyrights, trademarks. trade secrets and/or other intellectual property in Data Services 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 Data Services and related documentation shall not create in Client’s favor any right, title or interest in Data Services, the software that powers Data Services or any related code, data and documentation.

11. Termination.

Company may terminate the Term immediately, and without prior notice, if you violate the User Agreement or these Data Terms.
From and after the effective date of termination, Client and all Registered Users will cease to have access to or use of any Data Services.

12. Disclaimer. Data Services are provided on an “as is” and “as available” basis. Company does not make any warranties, express or implied, concerning Data Services or the use thereof. Company does not warrant that Data Services will meet all of Client’s business requirements, will operate with Client’s hardware, software, systems or data, or that the use of Data Services will be error free. Accordingly, Client understands and agrees that it uses Data Services and accepts Company’s services at its own risk. Client acknowledges that Data Services may be non-functional on a periodic basis for maintenance and other reasons.

13. Confidentiality.

During the Term, Client may have access to certain Confidential Information (as defined herein). In view of the foregoing, during the Term and continuing for an indefinite period thereafter, Client shall not directly or indirectly disclose, use, sell, license, publish, reproduce or otherwise make available to any person or entity any Confidential Information without the prior express written consent of Company. Client shall secure and protect Confidential Information in a sufficient manner to maintain Company’s confidentiality and proprietary rights. Nothing in these Data Terms shall prevent Client’s disclosure of Confidential Information solely to the extent required to comply with applicable law or regulation or a valid order of a court of competent jurisdiction; provided that if Client receives a demand from a third party which purports to require disclosure of Confidential Information (e.g., a subpoena), Client shall notify and consult with Company promptly following receipt of such demand or request (and prior to making any such disclosure), and cooperate with Company in any efforts to oppose and/or limit such disclosure.
Without limiting the generality of the foregoing or the provisions of Section 10 above, Client shall not directly or indirectly post anywhere on the Internet, share via email or otherwise distribute, publish or disclose (i) any screenshots or other reproductions of Data Services and/or (ii) any emails or other communications between Client and Company and/or (iii) any documents provided to Client by Company.
“Confidential Information” means confidential, proprietary or non-public knowledge, data or information in any way relating to the business of Company, its affiliates and/or any of their respective current or former members, shareholders, investors, customers, clients, directors, officers, employees, representatives, agents and/or partners, 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, Company Data, information relating to pricing, fees, sales and marketing strategies, potential investments and/or acquisitions, or the manner or method of conducting business.

14. 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 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.

15. Company’s Remedies. Client acknowledges and agrees that a breach of Section 13 or 14 of these Data 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 13 or 14 of these Data 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 Data Terms are reasonable with respect to duration, geographic area and scope and are necessary to protect the business of Company.

16. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED HEREIN:

IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER COMPANY AND/OR CLIENT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
FOR ANY CLAIM BY CLIENT THAT COMPANY HAS BREACHED ANY OF COMPANY’S OBLIGATIONS HEREUNDER, COMPANY’S LIABILITY WILL NOT EXCEED THE AGGREGATE FEES EARNED AND RECEIVED BY COMPANY FROM CLIENT FROM DATA SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH CLIENT’S CLAIM AROSE; AND
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 THE TERM, REGARDLESS OF THE REASON FOR SUCH TERMINATION.

17. 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 Data Services. 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 with respect to Data Services.

18. Data Practices.

Privacy Policy. If and to the extent applicable, Company’s Privacy Policy (available here, and as may be updated periodically in Company’s discretion) is incorporated herein by reference.
Data Processing Addendum. If and to the extent applicable, Company’s Data Protection Addendum (available here, and as may be updated periodically in Company’s discretion) is incorporated herein by reference.

19. Feedback. If you send us any feedback or suggestions regarding Data 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.

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

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

22. Miscellaneous.

Entire Agreement. Except with respect to the matters specified in Section 5 above (which are matters to be specifically agreed upon in writing by Company and Client outside these Data Terms), these Data Terms contains the entire agreement between Client and Company with respect to Client’s use of Data Services 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.
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 Data Services 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.
Assignment. Client may not assign or transfer these Data 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 Data Terms and/or any of its rights and obligations in its sole discretion. These Data Terms shall be binding upon and inure to the benefit of Client and Company and their respective successors and permitted assigns.
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.
No Third Party Beneficiaries. Except as otherwise expressly provided in these Data Terms, there shall be no third-party beneficiaries to these Data Terms.
Force Majeure. Company shall not have any liability under these Data Terms for Company’s failure or delay in performing any of its obligations under these Data 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.
Notices. All notices pursuant to these Data 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.
Severability. If any provision of these Data Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these Data 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 Data Terms is not affected in any manner that is materially adverse to any party affected by such invalidity or unenforceability.
Admissibility. A printed version of (i) these Data 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 Data Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

23. Contact Us. If you have questions about these Data Terms or Data Services, please contact us by email at VL1support@victorylive.com.

[END OF STANDARD TERMS AND CONDITIONS]