Venue Partner Agreement

Recitals

MetaTicket operates a blockchain-based event ticketing platform that issues event admission tickets as Non-Fungible Tokens ("NFT Tickets") on a supported blockchain network. This agreement establishes the terms and conditions under which MetaTicket provides ticketing services and Partner lists events on the Platform.

1. Definitions

• "Blockchain" — the distributed ledger technology on which NFT Tickets are minted, transferred, and recorded.
• "NFT Ticket" — a Non-Fungible Token that serves as a digital admission credential for an event.
• "Smart Contract" — self-executing code deployed on the Blockchain governing NFT Tickets.
• "Primary Sale" — the initial sale of an NFT Ticket from the Platform to an end-user.
• "Secondary Sale" — any subsequent resale or transfer after the Primary Sale.
• "Royalty" — the percentage of each Secondary Sale distributed via Smart Contract.
• "Platform Services" — digital event listing, NFT Ticket minting, processing, check-in validation, analytics, and related technology services.
• "Attendee" — any individual who purchases or holds an NFT Ticket.
• "Gas Fees" — blockchain network transaction fees.

2. Services

2.1 Platform Services. MetaTicket provides:

• Digital event listing and promotional placement;
• NFT Ticket minting, issuance, and management via Smart Contracts;
• Primary Sale payment processing and settlement;
• Real-time check-in and admission validation technology;
• Analytics dashboard with ticket sales data, attendance metrics, and revenue reporting;
• Secondary Sale royalty distribution via Smart Contract, where enabled.

2.2 Non-Exclusive Listing. Events are listed on a non-exclusive basis.

2.3 Smart Contract Royalties. Percentages specified in each Event Addendum. MetaTicket shall not modify parameters without Partner's written consent.

2.4 Technology Requirements. MetaTicket targets 99.5% monthly availability.

3. Fees and Payment

3.1 Service Fee. A percentage of the face value of NFT Tickets sold in Primary Sales.

3.2 Processing Fee. A fixed per-ticket fee, separate from Gas Fees.

3.3 Gas Fees. Allocation specified per Event Addendum.

3.5 Payment Schedule. Net payments remitted on the agreed schedule.

3.7 Payment Disputes. Notify MetaTicket within thirty (30) days of discrepancy.

3.8 Fee Adjustments. Sixty (60) days' prior notice required. Partner may terminate without penalty if fees are not accepted.

4. Partner Responsibilities

4.1 Event Safety and Compliance. Partner is solely responsible for safety, security, and legal compliance, including permits, ADA compliance, and emergency measures.

4.2 Accurate Event Information. All event details must be accurate and complete.

4.3 Georgia Ticket Broker Compliance. Partner must comply with the Georgia Ticket Broker Act (O.C.G.A. § 43-4B-25 et seq.).

4.4 Tax Remittance. Unless MetaTicket acts as Merchant of Record, Partner is responsible for all applicable taxes.

4.5 Content and IP. Partner warrants provided materials do not infringe third-party IP rights.

5. NFT Ticket Provisions

5.1 NFT Tickets constitute a revocable license granting admission, subject to blockchain technology risks.

5.2 Smart Contract Governance. MetaTicket provides plain-language summaries; will not modify deployed parameters without written approval.

5.3 Transfer restrictions may include price caps, verified-account restrictions, lock-out periods, and anti-scalping measures.

5.4 Post-event, NFT Tickets retain collectible value but do not convey continuing admission rights.

6. Liability and Indemnification

6.1 Mutual Indemnification. Each party indemnifies the other for breaches, negligence, and non-compliance.

6.3 Limitation of Liability. Capped at the greater of fees paid in the preceding twelve months or $10,000, excluding indemnification and willful misconduct.

6.5 Force Majeure. Neither party liable for events beyond reasonable control.

7. Cancellation, Refund, and Chargeback Policy

7.1 Partner is financially responsible for all refunds for canceled events.

7.3 Must comply with Georgia consumer protection requirements (O.C.G.A. § 43-4B-28).

8. Insurance Requirements

Partner must maintain comprehensive general liability insurance: minimum $1,000,000 per occurrence, $2,000,000 aggregate. MetaTicket maintains cyber liability insurance.

9. Intellectual Property

Each party retains its own IP. NFT Ticket designs for Partner events are jointly owned.

10. Data Protection and Privacy

Partner is data controller; MetaTicket is data processor for Attendee data. MetaTicket stores PII off-chain, records only pseudonymous references on-chain. Compliant with CCPA/CPRA, GDPR, and Georgia privacy laws. Breach notification within 72 hours.

11. Confidentiality

Each party holds confidential information in strict confidence. Obligations survive termination for three (3) years.

13. Term and Termination

13.1 Initial one (1) year term, auto-renewing unless sixty (60) days' notice is given.

13.2 Either party may terminate for convenience with thirty (30) days' notice.

13.3 Immediate termination for material breach, insolvency, fraud, or criminal activity.

14. Dispute Resolution

Good-faith negotiation → non-binding mediation → binding AAA arbitration in Atlanta, Georgia.

15. Governing Law

Governed by the laws of the State of Georgia. Exclusive jurisdiction: Fulton County, Georgia.