Ticketing Agreement

TICKETING SERVICES AGREEMENT

THIS TICKETING SERVICES AGREEMENT (“Agreement”) is made by and between Mccoin Software LLC, also known as Voodoo Tickets or McCoin softwar, a Texan company, with a principal place of business at 17350 STATE HWY 249 STE 220 14396 HOUSTON, TX 77064  (“Company,” “Voodoo Tickets,” “McCoin Software,” “We,” “Us,” or “Our” ), and you, a person, organization or other entity (an “Client,” or “You” or “Your”). McCoin Software / Voodoo Tickets is in the business of providing reservations, tickets, memberships, certificates, admissions, and/or confirmations that allow the ticket holder or purchaser (each, a “Customer”) attendance at, access to, or participation in, events (including streamed events), venues and other activities (each, an “Event”). You, as an Event organizer, are authorized to provide access to such Events. The parties, intending to be legally bound, hereby agree as follows:

BY CLICKING USING OUR SERVICES, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THE TERMS OF SERVICE (“TOS”), 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 MCCOIN SOFTWARE / VOODOOTICKETS.COM WEBSITE (THE “SITE”) 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

McCoin Software shall provide the following services (“Services”) under this Agreement: (i) display and list Your Event on McCoin Software’s Site, located at the following world wide web address: https://voodootickets.com, including where applicable, streaming Your Event; (ii) accept and process on-line orders for tickets to Your Event and, If You choose either “Stripe” or “PayPal”  payment processing options as described in Section 2.2 below, payments are all processed by You through Your respective Stripe or PayPal account, Your Authorize.net gateway, in cash or check, or other third party payment application (collectively, “Facilitated Payment Modes” or “FPM”). (iii) You understand that we are not responsible for refunds, payment processing, payment disputes, or other financial matters as we are simply forwarding your customer data to either Stripe or Paypal.

2. FEES, CHARGES, AND PAYMENT METHODS

2.1 OVERVIEW

There are two types of payment processing options Clients may elect when using the Services: (1) “Stripe” or “PayPal” which consists of collecting event registration fees using FPMs; and or code or webhook integration from Stripe or Paypal. (2) Regardless of payment method You choose, McCoin Software / Voodoo Tickets charges a per-ticket fee for Our Services. We will invoice you for all applicable fees as stated in this Agreement and in Our pricing policy, which can be found at https://voodootickets.com/pricing and is incorporated by reference herein, and which may change periodically (thus, You should check this link periodically to familiarize Yourself with our current Fee schedule). All Fees and any other monies contemplated by this Agreement are payable in United States Dollars, or in any foreign currency accepted by McCoin Software / Voodoo Tickets for Events in an another country or jurisdiction, as shown on our Site.

2.2 PAYMENT SERVICES.

(A) INDEPENDENT RELATIONSHIP.

When using a FPM, You and Your Customers affect the applicable monetary payment transaction through the FPM service, and are bound by the applicable terms of use governing the FPM service McCoin Software / Voodoo Tickets is not affiliated with, does not endorse or recommend, and has no agency or employment relationship with, any FPM service provider. McCoin Software / Voodoo Tickets has no responsibility for or control over, and hereby disclaims all liability arising from or relating in any way to, the acts or omissions of any FPM service provider or Your use of the FPM (including, without limitation, any fraud or other losses or any unauthorized loss, destruction, use, disclosure or alteration of Your or Your Customer’s data that may occur in connection with Your use of the FPM). You understand and acknowledge that any such FPM may experience errors and interruption and may not be totally secure, and that Your use of the FPM is entirely at Your own risk.

(B) SERVICE CHARGES.

You agree to: (i) pay McCoin Software / Voodoo Tickets the then-current Fees set by McCoin Software / Voodoo Tickets for use of the Self Service payment processing option, which payments shall be due and payable upon receipt from Us of the invoice setting forth such charges. Invoices are generally sent weekly for Fees incurred since the last paid invoice (for more information, go to https://voodootickets.com/pricing; and (ii) accept sole responsibility for providing refunds to Customers at your own discretion. McCoin Software / Voodoo Tickets will not be responsible or liable for any refunds (or the lack thereof) or chargebacks issued. In no event are McCoin Software / Voodoo Tickets Fees refundable, and such fees will be deducted or charged in accordance with the next sentence without regard to whether you issue a refund to Your Customers. The amount owed to Us will be automatically deducted or charged, as applicable, weekly in connection with delivery of Your invoice: (i) from Your bank account via Reverse ACH for Client’s utilizing the ACH Direct Deposit function, (ii) from your PayPal account on file with McCoin Software, or (iii) to your credit card on file with McCoin Software. In the event that payment fails twice, McCoin Software / Voodoo Tickets may at any time suspend access to the Services and no further tickets will be sold to Your Event until full payment on outstanding invoices has been received by McCoin Software or Voodoo Tickets.

2.3 FULL SERVICE.

(A) REFUNDS.

It is Your responsibility to communicate Your refund policy to Customers. In the event of canceled or postponed Events, Your refund policy is superseded by McCoin Software’s refund policy as described in Subsection (B)(ii) below. Client shall ensure that its refund policy is consistent with the terms of this Agreement, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between the Client and the Customer, and McCoin Software / Voodoo Tickets will not be liable for any decision to issue or not issue refunds in the course of the use of the Full Service option.

(i) Individual Refunds. If a Customer desires to request a refund, the Customer must request the refund from the Client. If the Client desires to fulfill the request, the Client can utilize the Services or contact McCoin Software / Voodoo Tickets to process the refund. McCoin Software / Voodoo Tickets will use commercially reasonable efforts to process refunds issued and requested to be issued by the Client in a timely manner after the Client authorizes the issuance of the refunds. McCoin Software / Voodoo Tickets has no responsibility to provide individual refunds which have not been authorized by the Client in accordance with this provision. In addition, McCoin Software / Voodoo Tickets will NOT issue any refund to a Customer unless and until sufficient funds for the refund have been received from the Client.

(ii) Canceled or Rescheduled Events. No payments shall be made to a Client from McCoin Software / Voodoo Tickets with respect to any Event that is cancelled (or for which the Client otherwise authorizes a refund). If an Event is canceled, a refund shall be issued to Customers. An Client will be sent an invoice for all Fees due to McCoin Software / Voodoo Tickets for such Event. Upon payment of all such Fees, McCoin Software / Voodoo Tickets will issue a full refund to Customers. If a Client fails to submit payment to McCoin Software / Voodoo Tickets for its Fees in a timely manner, McCoin Software / Voodoo Tickets will process refunds for the canceled Event less all applicable Fees and the Client shall thereafter be required to refund the Fees directly to Customers and McCoin Software / Voodoo Tickets shall have no further liability or obligation. If an event is rescheduled, McCoin Software / Voodoo Tickets will use its sole discretion to determine whether it is considered a cancellation and therefore subject to the refund policy described in this section.

(iii) Notwithstanding the foregoing, You acknowledge and agree that, to protect its reputation and the integrity of the Site, McCoin Software / Voodoo Tickets shall have the right (but not the obligation) to force or 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 McCoin Software / Voodoo Tickets receives complaints from a substantial number (as determined by McCoin Software / Voodoo Tickets in its sole discretion) of Customers with respect to a Client or the applicable Event, or McCoin Software / Voodoo Tickets determines in its sole discretion that the Client has engaged in any fraudulent activity or made any misrepresentations. McCoin Software / Voodoo Tickets shall have no liability whatsoever to a Client in connection with or arising from any such decision to force or provide refunds.

(B) CREDIT CARD CHARGEBACKS.

You understand that any credit card chargebacks may incur fees from your “FPM” (i.e “Stripe” or “Paypal) and that you, the Client, is responsible for paying said fees in a timely manner whichever they may be. Our credit card fraud and chargeback protection plan advertised on our website is simply an extension of Stripe’s services including their Radar and Fraud protection programs. Again, McCoin Software LLC and Voodoo Tickets do not process payments, we simply process payments through third parties such as “Stripe” and “PayPal”

(C) CONFIRMATION.

Upon receipt of a credit card authorization from each individual ticket purchaser, and thus a digital signal from either Stripe or Paypal, McCoin Software / Voodoo Tickets generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by McCoin Software / Voodoo Tickets through the Services (and not returned or voided), and it is your responsibility to verify the applicable Customer’s membership status, confirmation number and/or any Event restrictions prior to the subject Event. If We learn that You are not honoring Our ticketing commitments, we reserve the right, in our sole discretion, to terminate Your account without liability or further obligation.

2.4 COLLECTION COSTS.

In the event that You do not pay to McCoin Software / Voodoo Tickets upon request any amount required to paid by You under this Agreement, McCoin Software / Voodoo Tickets 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, attorneys’ fees, and court costs.

3. TAXES; WITHHOLDING.

You are responsible for (and will indemnify and hold harmless McCoin Software / Voodoo Tickets against) all taxes or other governmental charges associated with Your Event or Your sale of tickets through the Services (excepting taxes based on McCoin Software’s net income). For example, some states may charge an amusement or other tax on certain types of Events. It is Your responsibility to know if any applicable laws apply to You and to adjust the ticket price accordingly to account for Your payment of these taxes. You agree to adjust these settings either into your ticket price or your FPM

If McCoin Software / Voodoo Tickets determines that it is required to collect or pay any such taxes or other charges, it may deduct such amounts from any balance payable to You under this Agreement or else invoice You for such taxes or other charges. McCoin Software / Voodoo Tickets reserves the right to withhold the payment of any amounts owed to You hereunder if McCoin Software / Voodoo Tickets suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Agreement or the TOS, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by McCoin Software).4. EVENT RESTRICTIONS

When submitting Your Event to McCoin Software / Voodoo Tickets to be listed or streamed on Our Site, it is Your responsibility to provide to Us any event restrictions associated with said Event. Any Event that requires a restriction for admission, including, but not limited to, age, school or organizational affiliation, hardware or software requirements, 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 federal, state, or local laws, or any applicable foreign laws, prior to submitting the Event to Us. It is also Your responsibility to verify that all customers can be admitted or view to Your Event, as applicable.

5. ACCESS; SAFEGUARDS

You understand and agree that the 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.

You have established, and shall at all times during the term of this Agreement maintain and comply with, reasonable administrative, organizational, technical, and physical controls that prevent the Site from being accessed or used in any manner in violation of any applicable terms or other agreements between McCoin Software / Voodoo Tickets and ticket purchasers (including in violation of any prohibitions or use restrictions contained therein, such as prohibitions on copying the website or any of its content). You shall immediately notify McCoin Software / Voodoo Tickets in writing upon becoming aware of any such conduct or activity. In addition to Your other indemnification obligations in this Agreement, You hereby agree to indemnify, defend, and hold harmless McCoin Software / Voodoo Tickets and its affiliates from and against any claims, actions, demands, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by the indemnitees as a result of or in connection with any such conduct or activity.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant the following: (i) You are a producer, promoter, presenter, or manager of the Event; (ii) You have the authority and right to offer, sell, and honor the tickets to the Event sold on Our Site; (iii) the Event 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 Event and the sale of tickets to the Event do not constitute a violation of any federal, state, and/or local law.

7. USE RESTRICTIONS

  • You will not use the McCoin Software / Voodoo Tickets Site or Service for unlawful purposes.
  • You will not submit, stream, or otherwise provide or make available any information or content that is defamatory, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the legal rights of third parties through or using the McCoin Software / Voodoo Tickets Site or Service.
  • You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the McCoin Software / Voodoo Tickets Site or Service for purposes of creating or compiling that content for any purpose other than your authorized use of the McCoin Software / Voodoo Tickets Site or Service as permitted by this Agreement.
  • You will not access, use, or copy any portion of the McCoin Software / Voodoo Tickets Site or Service, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
  • You will not use the McCoin Software / Voodoo Tickets Site or Service to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the McCoin Software / Voodoo Tickets Site or Service or any computers, hardware, software, system, data, or networks.
  • You will not engage in activities that aim to render the McCoin Software / Voodoo Tickets Site or Service or associated services inoperable or to make their use more difficult.

8. DISCLAIMER OF WARRANTIES

MCCOIN SOFTWARE / VOODOOTICKETS’S SITE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. MCCOIN SOFTWARE / VOODOOTICKETS DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITE OR SERVICES. MCCOIN SOFTWARE / VOODOOTICKETS DOES NOT WARRANT OR GUARANTEE THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MCCOIN SOFTWARE / VOODOOTICKETS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. MCCOIN SOFTWARE / VOODOOTICKETS HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CONTENT OR USER COMMUNICATION.

9. INDEMNITY FOR THIRD-PARTY ACTIONS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD HARMLESS MCCOIN SOFTWARE / VOODOOTICKETS, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “MCCOIN SOFTWARE / VOODOOTICKETS PARTIES”) FROM AND AGAINST (I) ALL CLAIMS, LOSSES, LIABILITIES, SETTLEMENTS, FINES, PENALTIES, ACTIONS, LAWSUITS AND LEGAL ACTIONS BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE MCCOIN SOFTWARE / VOODOOTICKETS SITE OR ANY SERVICES OFFERED BY MCCOIN SOFTWARE / VOODOOTICKETS; (B) YOUR VIOLATION OF THESE TERMS; (C) ANY CONTENT OR FEEDBACK YOU PROVIDE; (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY; (E) ANY CANCELLATION, POSTPONEMENT, RESCHEDULING, OR DELAY OF AN EVENT; OR (F) ANY ALLEGATION THAT THE CONTENT YOU PROVIDE OR DATA OR INFORMATION YOU INPUT INTO THE MCCOIN SOFTWARE / VOODOOTICKETS SITE INFRINGES, MISAPPROPRIATES, OR VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY (COLLECTIVELY, “THIRD-PARTY ACTIONS”); AND (II) ANY AND ALL LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS AND EXPENSES (INCLUDING PAYMENT OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES, OR MADE BY ANY OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD-PARTY ACTION (COLLECTIVELY, “THIRD PARTY RELATED LOSSES”).

YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATIONS TO THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES APPLY EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES.

HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION THAT WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES, OR GROSS NEGLIGENCE OF THE MCCOIN SOFTWARE / VOODOOTICKETS PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE.

“THIRD PARTY” INCLUDES, AMONG OTHERS, OTHER USERS OF THE MCCOIN SOFTWARE / VOODOOTICKETS SITE, YOUR SPOUSE, PARTNER, FAMILY MEMBERS, GUESTS, NEIGHBORS, ROOMMATES, TENANTS, AND EMPLOYEES, AND ANY INSURANCE COMPANY.

McCoin Software reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify McCoin Software / Voodoo Tickets and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without McCoin Software / Voodoo Tickets prior written consent.

10. LIMITATION OF LIABILITY

UNDER[A1] NO CIRCUMSTANCES WILL MCCOIN SOFTWARE / VOODOOTICKETS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) YOUR USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND/OR (E) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO THE TOTAL FEES AND CHARGES PAID BY PARTNER TO MCCOIN SOFTWARE / VOODOOTICKETS AND WILL NOT EXCEED THAT AMOUNT.

11. MISREPRESENTATION OF EVENT

The Event must be accurately and truthfully described when a Client submits the Event listing to McCoin Software / Voodoo Tickets to be posted on the Site. If We discover and determine, in Our sole discretion, that You misrepresented the Event, We will cancel the Event and may issue a refund to ticket purchasers (net of any Fees) as provided in this Agreement. If We determine that You repeatedly engage in the conduct described in this paragraph, Your account will be terminated and any other Events submitted by You will be cancelled pursuant to this Agreement and McCoin Software / Voodoo Tickets reserves the right to take other actions or pursue additional remedies as permitted by law.

12. TECHNICAL SUPPORT

McCoin Software will provide technical and other customer support to a Client by which You may obtain technical assistance in dealing with any difficulties which may arise in connection with Your use of Our Site. Clients may access support at https://voodootickets.com/support. 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.

13. CONFIDENTIALITY AND NON-DISCLOSURE

You understand and acknowledge that McCoin Software / Voodoo Tickets is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively “Confidential Information”) and acknowledge that the 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 McCoin Software / Voodoo Tickets 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 unauthorized 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.

14. 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 Client 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.

15. PROMOTION OF EVENT

An Client 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 Event shall be available for sale at the McCoin Software / Voodoo Tickets Site.

16. TERMINATION

Except as provided elsewhere in this Agreement, either party may terminate this Agreement at any time upon seven (7) calendar days notice to the other as provided in the paragraph titled “Notice” in the TOS. If You terminate this Agreement after you have submitted your Event to us, Your Event shall be cancelled as provided in this Agreement.

17. REFERENCES

You grant us a limited, worldwide, royalty-free license to reproduce and use Your company or organizational name, logos and trademarks (and to authorize 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 McCoin Software / Voodoo Tickets customer and/or describing our Services for you.

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