VENDOR TICKETING SERVICES AGREEMENT

Last Updated: January 10, 2020

THIS TICKETING SERVICES AGREEMENT ("Agreement") is made by and between FishingTicket.com Ltd., a private limited liability company incorporated England and Wales, with offices at Workshed, Unit 3 Carriageworks, London Street, Swindon SN1 5DG ("Company," "FishingTicket," "We," "Us," or "Our" ), and you, a person, company, organisation or other entity (collectively, "Vendor" or “Vendors”). FishingTicket is in the business of providing bookings, tickets, memberships, vouchers, admissions, and/or confirmations (“Ticketing Services”) through Our Platform, that allows the ticket holder or purchaser (each, a "Customer") attendance at, access to, or participation in, angling and associated activities at Your Fishery (each, a "Booking"). You, as a Vendor, are authorised to provide access and angling facilities to fulfil such Booking. The parties, intending to be legally bound, hereby agree as follows: By clicking the "CREATE AN ACCOUNT" button, you represent that you have read and understood this Agreement, the Terms of Service, and the Privacy Policy, each hereby incorporated by reference, and expressly agree to, and consent to be bound by, all of the terms and conditions contained therein. This Agreement shall have the same legal effect and force as a written and signed document. If you do not agree to all of the Terms and Conditions, we will promptly cancel this transaction and you will be unable to access the Our Platform and the services that it offers. We reserve the right to decline your request for services for any reason and without notice.

1. OUR SERVICES AND RESPONSIBILITIES

FishingTicket shall provide the following ("Ticketing Services") under this Agreement: (i) set up your Vendor account and allow you to use our Platform for the purpose of selling (“Tickets”) and promoting your (“Fishery”). (ii) display a listing featuring Your Fishery on FishingTicket's website (“Listing”), at the following address: https://www.fishingticket.com Our (“Site”); (iii) accept and process online Bookings for angling Tickets to be fulfilled at Your Fishery and process all electronic payments in relation to such on Your behalf using our appointed third-party payment processing provider (“PPP”); and (iv) provide an account to You of Our fees and charges for each Booking rendered on our Platform.

2. FEES, CHARGES, AND PAYMENT METHODS

2.1 OVERVIEW

FishingTicket uses the PPP for the collection and distribution of Booking payments and fees. FishingTicket charges a per-order (“Commission”) for Our Services. FishingTicket also charges a (“Service Fee”) for Ticket sales, respectively, processed by Us through Our PPP, as more fully described in Section 2.2 below (collectively, "Fees"). We will deduct or all applicable Fees from Your Booking payment as stated in this Agreement. All fees and any other monies contemplated by this Agreement are payable in United Kingdom Pounds Sterling.

2.2 BOOKING TRANSACTIONS

(A) PAYMENT PROCESS

(i) Vendors are charged a commission equal to 6.0% (excluding VAT) on the face value of the Tickets. A Service Fee of £1 (excluding VAT) per Booking is also applied to the full subject Booking value. (ii) Payment processing services for Vendors on FishingTicket are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a Vendor on FishingTicket, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of FishingTicket enabling payment processing services through Stripe, you agree to provide FishingTicket accurate and complete information about you and your business, and you authorise FishingTicket to share it and transaction information related to your use of the payment processing services provided by Stripe. (iii) FishingTicket will collect all fees on behalf of You from the Customer and deduct all applicable Fees from the subject Booking purchase. (iv) FishingTicket will distribute payments to You (Booking value minus applicable Fees) via the bank account details that You provide and authorise for receiving payments. You represent, warrant and covenant that the bank account information provided to FishingTicket is accurate and You will update this information as necessary to maintain its accuracy; and (v) You will receive Booking payments at the time of booking, provided that FishingTicket reserves the right to withhold funds at any time as FishingTicket in its sole discretion determines to be necessary for the processing and settlement of disputed charges, customer complaints, allegations of fraud and other discrepancies.

(B) CANCELLATIONS and REFUNDS

In accordance with Our Ticketing Service Cancellation and No-show Policy (“Cancellation Policy”), refunds are dealt with as described below. The Vendor shall adopt FishingTicket’s Cancellation Policy in the course of the use of the Ticketing Service and in accordance with the terms of this Agreement, the payment and refund processes included in the Ticketing Services, and all applicable legal, regulatory and other governmental requirements. (i) A Customer cannot change or cancel their Booking and Bookings are non-refundable. FishingTicket.com does not accept any liability or responsibility for the consequences of Customer’s delayed arrival, no-show or any cancellation by the Vendor. (ii) A Booking may be cancelled (without a prior notice of default or warning) insofar the Vendor cannot fulfil the product or service, for any reason and providing the Vendor agrees or allows, the Customer shall be entitled to a refund equal to the face value of the subject Booking including tax (where applicable).  Booking Fees are non-refundable and Our Fees still apply to the subject Booking. The Vendor will process refunds for the cancelled Booking less applicable Fees and refund the subject payment due directly to the Customer and FishingTicket shall have no further liability or obligation (iii) Notwithstanding the foregoing, You acknowledge and agree that to protect its reputation and the integrity of the Site, FishingTicket shall have the right (but not the obligation) to provide a refund to Customers of any or all amounts paid for Tickets at any time for any reason or no reason, including without limitation if FishingTicket receives complaints from a substantial number (as determined by FishingTicket in its sole discretion) of Customers with respect to a Fishery or the subject Bookings, or FishingTicket determines in its sole discretion that the Fishery has engaged in any fraudulent activity or made any misrepresentations. FishingTicket shall have no liability whatsoever to a Fishery in connection with or arising from any such decision to force or provide refunds.

(C) BOOKING CONFIRMATION

Upon receipt of a credit or debit card purchase authorisation from Customer, Our Platform generates a confirmation message and issues a unique digital Ticket or Tickets and Booking confirmation number. You agree to unconditionally accept, honour, and fulfil all Booking commitments that have been confirmed by FishingTicket through the Ticketing Service, and it is your responsibility to verify the applicable Customer's membership status (if applicable), order confirmation number and/or any Booking restrictions prior to the subject Booking. If We learn that You are not honouring Our ticketing commitments, in breach of this Agreement, we reserve the right, in our sole discretion, to terminate Your Vendor account without liability or further obligation.

2.3 COLLECTION COSTS

In the event that You do not pay to FishingTicket upon request any amount required to be paid by You under this Agreement, FishingTicket shall be entitled to recover from You, in addition to any amounts otherwise owing, its reasonable costs of collection, including, without limitation, collection agency fees, reasonable solicitor's fees, and court costs.

3. TAXES; WITHHOLDING

You are responsible for (and will indemnify and hold harmless FishingTicket against) all taxes or other governmental charges associated with Your Fishery or Your sale of Tickets through the Ticketing Service (excepting taxes based on FishingTicket's net income). For example, you may be VAT registered and liable for VAT. It is Your responsibility to know if any applicable laws apply to You and to adjust the Ticket price/s accordingly to account for Your payment of these taxes. If FishingTicket determines that is required to collect or pay any such taxes or other charges, it may deduct such amounts from any amounts payable to You under this Agreement or else invoice You for such taxes or other charges. FishingTicket reserves the right to withhold the payment of any amounts owed to You hereunder if FishingTicket suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Agreement or Our Terms of Service, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by FishingTicket).

4. RESTRICTIONS

When submitting Your Listing to be available on Our Platform and Site, it is Your responsibility to provide to Us any restrictions associated with said Fishery or Tickets thereof. Any Ticket that requires a restriction for admission, including, but not limited to, age, club or organisational affiliation, rod licence, or other characteristics or requirements, must be clearly stated by You upon submission to Us. It is Your responsibility to ensure that said restriction is lawful and does not violate any UK laws, prior to submitting the Listing to Us. It is also Your responsibility to verify that all customers can be admitted to Your Fishery and participate in angling activities.

5. ACCESS

You understand and agree that Our Platform and Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which We may undertake from time-to-time; or (iii) causes beyond Our reasonable control or which are not reasonably foreseeable by Us, such acts of government or the malicious or criminal acts of third parties.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant the following: (i) You are an owner, manager, authorised official, or administrator of the Fishery; (ii) You have the authority and right to offer, sell, and honour the Tickets to the Fishery purchased on Our Site for angling or angling related purposes; (iii) the Fishery itself and any material or content provided by You to Us for use on Our Site is/are not (and does not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, and do not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; and (iv) the Fishery and the sale of Tickets to the Fishery for angling or angling related purposes does not constitute a violation of any United Kingdom laws.

7. MISREPRESENTATION OF FISHERY AND TICKETS

The Fishery and Tickets must be accurately and truthfully described when a Vendor submits the Listing to Our Platform to be available on Our Site. If We discover and determine, in Our sole discretion, that You misrepresented the Fishery, We will cancel the Listing and may issue a refund to Customers (net of any Fees) as provided in this Agreement. If We determine that You repeatedly engage in the conduct described in this paragraph, Your Vendor account will be terminated and any other subject Bookings for the Fishery will be cancelled and refunded pursuant to this Agreement and FishingTicket reserves the right to take other actions or pursue additional remedies as permitted by law.

8. TECHNICAL SUPPORT

We will use best endeavours to provide technical and other customer support to Vendor by which You can obtain technical assistance in dealing with any difficulties which may arise in connection with Your use of Our Platform. Vendors can request support at support@fishingticket.com. We attempt to provide such support in a timely manner but make no guarantees that We will respond to Your inquiry by a particular time.

9. CONFIDENTIALITY AND NON-DISCLOSURE

You understand and acknowledge that FishingTicket is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledge that the Ticketing Services which We perform involve the furnishing of Confidential Information to You including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of FishingTicket depend, in part, upon You keeping such Confidential Information confidential. You agree to use Your best efforts to protect Our Confidential Information and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of Us, You agree that You shall not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorised party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by Us. If You are requested or required to disclose Confidential Information pursuant to legal proceedings, You shall promptly notify Us so that We may prepare a response to said legal proceedings and You shall cooperate with Our efforts to obtain a suitable protective order.

10. EXCLUSIVITY

Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Fishery will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any service involving the sale of Tickets online (other than in the course of selling tickets in-person at the Fishery or in-person at your affiliated Tackle Shop), or similar transaction, other than as contemplated by this Agreement.

11. NON-SOLICITATION

You agree that You shall not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of Our Customers (including any Customer or Fishery you interact with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying Our Customers' relationship with Us.

12. PROMOTION OF FISHERY LISTING and OUR SIT

Vendor shall use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns, which state that Tickets to Your Fishery shall be available for sale at the FishingTicket.com website.

13. INTELLECTUAL PROPERTY

You agree that, unless stated otherwise, the software required for our services or available at or used by our Platform and the intellectual property rights (including the copyrights) of the contents and information of and material on our Platform are owned by FishingTicket.com Ltd., its Vendors or service providers. FishingTicket exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel (including infrastructure) of) the Platform and Site on which the Ticketing Service is made available and you are not entitled to copy, scrape, (hyper-/deep) link to, publish, promote, market, integrate, utilise, combine or otherwise use the content or our brand without our express written permission. Any unlawful use or any of the aforementioned actions or behaviour will constitute a material infringement of our intellectual property rights (including copyright and database right).

14. TERMINATION

Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon thirty (30) days’ notice to the other in writing or by electronic means (“Email”). If You terminate this Agreement after you have submitted your Listing to us, Your Vendor account and Listing shall be cancelled as provided in this Agreement. Any Fees paid to, or received by Us (where applicable) are non-refundable and become forfeit and any Joining Fees remaining unpaid, due to us (subject to Our Invoice), must be paid in full.

15. LICENCE

You grant us a limited, worldwide, royalty-free license to reproduce and use Your company or organisational name, logos and trademarks (and to authorise our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including print and Internet), whether now or hereafter existing, for the purpose of referring to you as a FishingTicket Vendor and/or describing our services for you.