Event Organizer Agreement

1. Purpose

This Event Organizer Agreement ("Agreement") establishes the terms under which Organizer may list, promote, and sell event admission through NFT Tickets on the MetaTicket platform. This Agreement is separate from the Venue Partner Agreement and applies specifically to entities organizing events, whether or not they operate the venue.

2. Organizer Obligations

2.1 Event Listing Accuracy

Organizer shall provide accurate and complete information for each event, including:

• Event name, description, date, time, and duration;
• Venue name, address, and capacity;
• Performer/artist lineup;
• Ticket categories, pricing, and available quantity;
• Age restrictions, accessibility accommodations, and prohibited items;
• Cancellation and refund policies specific to the event.

2.2 Legal Compliance

Organizer is solely responsible for:

• Obtaining all necessary permits, licenses, and approvals under federal, state (Georgia), and local law;
• Compliance with the Americans with Disabilities Act (ADA);
• Compliance with Georgia fire code, occupancy limits, and safety regulations;
• Compliance with the Georgia Ticket Broker Act (O.C.G.A. § 43-4B-25 et seq.);
• Collection and remittance of all applicable taxes, unless MetaTicket is designated as the Merchant of Record;
• Compliance with Georgia's Fair Business Practices Act (O.C.G.A. § 10-1-390 et seq.) in all advertising and consumer-facing representations.

2.3 Performer and Artist Agreements

Organizer represents that it has secured all necessary rights, licenses, and performer agreements to host the event and to authorize the issuance of NFT Tickets associated with performer likenesses, names, or content.

2.4 Smart Contract Royalty Configuration

For events utilizing Smart Contract royalties on Secondary Sales:

• Organizer shall specify Royalty percentages in the Event Addendum;
• Organizer is responsible for distributing artist royalties received through the Smart Contract;
• Smart Contract Royalty parameters are immutable once deployed. Organizer must confirm all parameters before deployment.

3. NFT Ticket Configuration

3.1 For each event, Organizer and MetaTicket shall agree on the following in an Event Addendum:

• Total number of NFT Tickets to be minted;
• Ticket tiers, categories, and pricing;
• Transfer restrictions (price caps, lock periods, platform-only restrictions);
• Smart Contract Royalty percentages for Secondary Sales;
• Gas Fee allocation;
• Post-event NFT utility (if any);
• Refund mechanism for canceled events.

3.2 Overselling Prohibition. Organizer shall not authorize the minting of NFT Tickets exceeding the venue's actual capacity. MetaTicket may implement technical safeguards, but ultimate responsibility for capacity compliance rests with Organizer.

4. Fees and Payment

4.1 Service Fee. MetaTicket retains a service fee as a percentage of the face value of each NFT Ticket sold in Primary Sales.

4.2 Processing Fee. A payment processing fee per ticket applies to each Primary Sale.

4.3 Secondary Sale Commission. MetaTicket retains a percentage of Secondary Sale prices, in addition to any Smart Contract Royalties.

4.4 Payment Terms. Net proceeds remitted on an agreed schedule within seven (7) business days following each payment period.

4.5 Holdback. MetaTicket may retain up to 10% of net proceeds for thirty (30) days following each event to cover potential chargebacks, refunds, and disputes. The holdback balance is released after the holdback period, less any deductions.

5. Cancellation and Refund Obligations

5.1 If Organizer cancels an event:

• Organizer must notify MetaTicket within twenty-four (24) hours of the cancellation decision;
• Organizer bears full financial responsibility for refunding all Attendees;
• MetaTicket facilitates refund processing through the Platform;
• MetaTicket's Service Fees on canceled events are non-refundable (except where MetaTicket caused the cancellation);
• Refunds must comply with Georgia law, including O.C.G.A. § 43-4B-28.

5.2 If MetaTicket's Platform failure causes ticket sales to fail, MetaTicket shall refund its Service Fees and Processing Fees and cooperate to implement alternative ticketing solutions.

6. Indemnification

6.1 Organizer Indemnification. Organizer agrees to indemnify MetaTicket from claims arising from the event itself (personal injury, property damage, death), breach of this Agreement, failure to comply with applicable laws, IP infringement by Organizer's content, and failure to fulfill refund obligations.

6.2 MetaTicket Indemnification. MetaTicket agrees to indemnify Organizer from claims arising from material defects in MetaTicket's Platform or Smart Contracts, breach of data protection obligations, and infringement by MetaTicket's proprietary technology.

7. Limitation of Liability

METATICKET'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY ORGANIZER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

These limitations do not apply to indemnification obligations, gross negligence, willful misconduct, or fraud.

8. Intellectual Property

8.1 Each Party retains ownership of its pre-existing intellectual property.

8.2 Organizer grants MetaTicket a non-exclusive, royalty-free license to use Organizer's trademarks, logos, and event content solely for listing, promoting, and selling NFT Tickets.

8.3 NFT Ticket artwork and metadata are governed by terms specified in the Event Addendum.

9. Data Protection

9.1 MetaTicket shall process Attendee personal data in accordance with its Privacy Policy.

9.2 Organizer may access Attendee data solely for event management, admission, and event-related communication. Organizer shall not use Attendee data for unrelated marketing without Attendee consent.

9.3 Both Parties shall comply with applicable data protection laws, including CCPA and GDPR where applicable.

10. Term and Termination

10.1 Term. One (1) year, automatically renewing unless sixty (60) days' written notice is given.

10.2 Termination for Convenience. Either Party may terminate with thirty (30) days' written notice.

10.3 Termination for Cause. Immediate termination for material breach (uncured for 30 days), insolvency, or fraud/criminal activity.

10.4 Effect of Termination. MetaTicket fulfills obligations for events already listed with tickets sold. Outstanding payments settled within thirty (30) days.

11. Dispute Resolution

Disputes are resolved through: (1) good-faith negotiation (30 days); (2) mediation in Atlanta, Georgia; (3) binding arbitration under AAA Commercial Rules in Atlanta, Georgia. The prevailing Party is entitled to reasonable attorneys' fees.

12. Governing Law

This Agreement is governed by the laws of the State of Georgia. Subject to arbitration provisions, the Parties consent to exclusive jurisdiction in Fulton County, Georgia.

13. General Provisions

13.1 This Agreement, together with all Event Addenda, constitutes the entire agreement.

13.2 Amendments require written agreement signed by both Parties.

13.3 Invalid provisions shall be modified to the minimum extent necessary.

13.4 The Parties are independent contractors.

13.5 Neither Party is liable for delays caused by events beyond reasonable control.

13.6 Electronic signatures are valid under Georgia law (O.C.G.A. § 10-12-1 et seq.) and the federal E-Sign Act.