THESE TERMS OF USE CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER CLAUSE.

THIS TERMS OF SERVICE AGREEMENT IS SUBJECT TO ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT WHILE YOU MAY STILL PURSUE CLAIMS AGAINST US, WITH A FEW EXCEPTIONS (FOR EXAMPLE, IF YOU SUBMIT A VALID OPT-OUT NOTICE AS DESCRIBED IN Section 16 (Right to Opt-Out of Mandatory Arbitration and Class Action Waiver)), ALL DISPUTES BETWEEN YOU AND AGILE TICKETING SOLUTIONS, LLC D/B/A AGILE TICKETING SOLUTIONS WILL ULTIMATELY BE RESOLVED IN A BINDING ARBITRATION PROCEEDING (AND NOT IN A COURT), ONLY ON AN INDIVIDUAL BASIS (AND NOT AS A CLASS ACTION), AND WITHOUT A JURY (SEE Section 15 (Dispute Resolution) FOR MORE INFORMATION ON DISPUTE RESOLUTION). PLEASE READ THESE TERMS OF USE CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES.

Posted/Revised: ___6/17/2026___ (the “Effective Date”)

AGILE TICKETING SOLUTIONS Terms of SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. These Terms of Service (the “TOS”) set forth the legally binding terms and conditions that govern your use of the Sites (as defined see Section 1(a)) fully controlled and operated by Agile Ticketing Solutions, LLC d/b/a Agile Ticketing Solutions, a Tennessee limited liability company (“Agile,” “we,” “us,” or “our”). By clicking on “I agree” (or a similar button) or by using or accessing the Sites, you agree to be legally bound by our TOS. At our sole discretion, we reserve the right to change, modify, or otherwise alter the TOS at any time subject to Section 1(b) (TOS Subject to Change). Such changes and/or modifications shall become effective immediately upon posting. You are solely responsible for checking to see if these TOS have been updated, and your continued use of the Sites following the posting of changes and/or modifications will constitute your acceptance of the revised TOS. Please review the TOS frequently for any such changes. We offer the Sites to you subject to your acceptance of these TOS and all other operating rules, policies, and procedures that may be published by us to the Sites, including but not limited to our privacy policy (the “Privacy Policy,” available at https://www.agiletix.com/privacy-statement/), acceptable use policy (the “AUP”, available at https://www.agiletix.com/AUP/), or any other policy to which you may agree through your acceptance of an Ancillary Agreement (as defined in Section 1(c) (Ancillary Agreements)) or other specific agreement presented to you (collectively, the “Agile Policies”). Each of the Agile Policies is incorporated herein by reference. If you do not agree with all of the following TOS, please do not use the Sites. By clicking on “I agree” (or a similar button), you agree to be bound by the TOS. IF YOU DO NOT EXPRESSLY AGREE TO ALL THESE TOS, YOU MAY NOT ACCESS OR USE OUR WEBSITE.

The Sites.

The Sites.

These TOS are for the websites located at www.agiletix.com, and each of their respective subdomains and derivative URLs and any other software, application, and/or other interactive service provided through those websites that include an authorized link to the TOS (each, and collectively, the “Sites”). By accessing or using the Sites, you become a “User.” We reserve the right, at any time, for any reason, at our sole discretion, and without prior notice to (i) modify, replace, or stop providing; (ii) create usage limits for; or (iii) change, improve, or correct information, materials, and descriptions on or of the Sites or any portions of the Sites. It is your responsibility and obligation to review the Sites periodically for such changes and modifications.

TOS Subject to Change.

We reserve the right, at our sole discretion and without prior notice, to amend, modify, or replace the TOS at any time for any reason (each such instance, “Updated TOS”). Updated TOS will become effective on the date we post it. You are solely responsible for frequently checking to see if these TOS have been updated. References to “TOS” herein, except for in this sentence, are deemed to be followed by “and each subsequent Updated TOS which are incorporated herein by reference.” Your continued use of the Sites following the posting of any Updated TOS constitutes acceptance of the Updated TOS. You agree not to contest the admissibility or enforceability of the Sites’ electronically stored copy of the TOS in any proceeding arising out of or related to the TOS. If there is a conflict between two versions of the TOS to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. WE STRONGLY ADVISE YOU TO FREQUENTLY REVIEW THE SITES FOR ANY CHANGES AND CONTACT YOUR LEGAL ADVISOR WITH ANY QUESTIONS.

Ancillary Agreements.

Your use of some portions or areas within the Sites may be subject to additional specific terms and conditions and/or agreements (that you may be required to affirmatively agree with) between you and us that set out additional, substantive terms, which terms shall govern specific technical use of the Sites and/or your relationship with us when you make use of the Sites (each an “Ancillary Agreement”). These TOS will continue to apply to you even after agreeing to an Ancillary Agreement. If there is a conflict between these TOS and any of the Agile Policies or Ancillary Agreements, these TOS shall take precedence unless expressly stated otherwise in the applicable Agile Policy or Ancillary Agreement. Except for those references in this Section 1(c), references to TOS are deemed to be followed by “and/or each of the Agile Policies and Ancillary Agreements which are incorporated herein by reference.”

Eligibility for Use of the Sites; User Access; and Registration.

Not for Use by Minors.

The Sites are intended only for access and use by individuals 18 or older. By accessing or using any of the Sites, you warrant and represent that you are at least 18 years of age and have the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of the Terms. If you are under the age of 18, you are prohibited from accessing and using the Service without the consent of your parents, who may register and administer an account on your behalf.

Eligibility to Use the Sites.

You may access, browse, and use the publicly available portions of the Sites without registering as a User, provided that certain features are only accessible to registered Users.

Sites Intended for U.S.-Based Users.

The Sites are controlled and operated from facilities within the United States. We make no representations that the Sites are appropriate or available for use in any other country, territory, or jurisdiction. You shall not access the Sites from territories where the content, including but not limited to any Sites software, design, text, images, photographs, infographics, illustrations, audio clips, video clips, artwork, graphic material, information, materials, alerts, texts, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, and other copyrightable or otherwise legally protectable elements of the Sites, and the selection, sequence, “look and feel,” or arrangements of either, and trademarks, service marks, trade names, and/or other information (collectively, “Content”) on the Sites are prohibited. In addition, Content found on or through the Sites is the property of Agile or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use Content, whether in whole or in part, for commercial purposes or personal gain without our express advance written permission. It is your sole responsibility to be aware of and to observe all applicable laws and regulations of your country, territory, or jurisdiction of residence, and you must satisfy yourself before accessing the Sites that you are allowed to access the Sites under the laws and regulations applicable to you. IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, YOU USE OR ACCESS OF THE SITES SOLELY AT YOUR OWN RISK AND INITIATIVE.

User Access and Registration.

If we offer user registration on a website, application, or other interactive service, there may be a few options for you to register, including but not limited to third-party social platform sign-on (further described in our Privacy Policy). In each case, you may be required to either use a pre-existing username and password or select a new username and password combination. Additional information may be requested and/or required during the registration process. Once you have registered, we may recognize and permit you to log in when you visit the same website, application, or other interactive service across devices (such as when you log in). For your online privacy and security, if other people have access to your devices, we recommend logging out after visiting any website, application, or other interactive service associated with your account. You represent and warrant that all information you have provided or will provide shall be true, accurate, current, and complete. We and our affiliates and agents are entitled to rely upon the information you provide as true, accurate, current, and complete without any independent verification. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be untrue, inaccurate, not current, or incomplete. You shall indemnify, defend, and hold Agile and Agile Associates harmless against any Claim (as defined in Section 14 (Indemnification)) arising out of or related to the truth, accuracy, currentness, and completeness of the information you provide. “Agile Associates” are any of Agile’s officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers or any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers. We reserve the right, at any time, for any reason, at our sole discretion, and without prior notice to refuse registration of or cancel any user account. You agree that all information you provide to register with the Sites or otherwise, including but not limited to through the use of any interactive features on the Sites, is governed by our Privacy Policy, and you consent to all actions we take concerning your information consistent with our Privacy Policy. We reserve the right to remove any Content or terminate, limit, or restrict your access to the Sites and/or the licenses granted herein for any reason, at any time, and at our sole discretion. We also have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these TOS.

Additional Features.

We may provide you access to certain features or functions that we may offer on the Sites. To sign up for or participate in these features or functions, you may be required to provide us with certain information about you in order for us to personalize and/or allow you to use such features and functions. For example, if you order any of our goods or services through an e-commerce portion of the Sites, in addition to your name and contact information, our payment processing providers or we may also collect and/or maintain your billing address, shipping address, selections, credit card or other payment information, order number, and information about your computer’s internet address and the referring URL from which you may have been referred or directed the Sites. The Sites may also provide features, functions, and/or services powered by a third-party social media network or another third party. Please take care when using any third-party service and familiarize yourself with the third party’s policies and agreements, if any, that govern such use. To learn how we may use the information we collect during the registration process, please read our Privacy Policy.

Communications.

By creating an account on the Sites, you agree to subscribe to our newsletters, marketing or promotional materials, and all other information we may send; provided, however, that you may opt out of receiving any or all of these communications from us by following the unsubscribe link or by emailing us.

Fees.

Use of the Sites or portions of it may be subject to specific fees or charges (each a “Fee”). Any such Fees are subject to the applicable terms of purchase presented to you at the time of payment (each a “Purchase Agreement”). If you are a User who has contracted with us via a Purchase Agreement, you are bound by the restrictions of that agreement with respect to your use of the Sites, and you may have certain additional liabilities and restrictions; please see the applicable Purchase Agreement for information regarding such additional restrictions.

Posts

User Contributions.

Portions of the Sites may contain personal web pages or profiles, private posting, commenting, or other interactive features that allow users to post, submit, publish, display, or transmit information, ideas, opinions, or other material (each a “Post”). Posts are considered non-confidential and non-proprietary. You represent and warrant that (i) you have all necessary rights in and to all Posts you provide and all information they contain and that Posts shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information; (ii) you own or control all rights in and to your Posts and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (iii) all of your Posts do and will comply with these TOS. Agile has the right but not the obligation to monitor and edit all Posts provided by users.

User is Responsible.

You acknowledge and agree that you are responsible for any Posts you submit or contribute, and you, not we, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Agile will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials on the Sites. You shall indemnify, defend, and hold Agile and Agile Associates harmless against any Claim arising from or related to the Content you post to the Sites. All Posts must comply with the Content Standards set out in Section 5 (Content Standards; Acceptable Use).

License to Posts.

By submitting a Post, you hereby grant to (1) us, (2) our affiliates and service providers, (3) each of our and their respective licensees, successors, and assigns to use, copy, reformat, index, modify, display, distribute, disclose, perform, or otherwise put to any use your Posts and any such material included in your Posts, in whole or in part, on a royalty-free basis, throughout the universe in perpetuity in any and all media, now known or hereafter devised, alone, or together or as part of other material of any kind or nature, including but not limited to the commercial or personal use on, including the advertising and marketing of the Sites at our sole discretion.

California and Nevada Removal Requests.

Users of the Sites who are under the age of 18 may request and obtain the removal of Posts that they themselves post by emailing us: at optoutCA@agiletix.com with the subject line “California Removal Request” if you are a resident of the State of California or at optoutNV@agiletix.com with the subject line “Nevada Removal Request” if you are a resident of the State of Nevada. All requests must describe the content or information in your Post that you want removed and information reasonably sufficient to permit us to locate the material, including the name and URL (if applicable) of the website, application, or other interactive service. We will not accept removal requests except as stated in this Section 3(d). We are not responsible for notices that are not labeled or sent properly, and we are not obligated to respond if you do not provide complete information. Removal requests do not ensure complete or comprehensive removal of the content or information from the Sites.

Promotions.

Promotions.

Occasionally, we or our suppliers or advertisers may conduct promotions on or through the Sites, including but not limited to auctions, contests, sweepstakes, electronic postcards, or similar (collectively “Promotions”). Promotions may have additional terms, conditions, and/or rules, which will be posted or otherwise made available to you and, for purposes of each, are deemed incorporated into and form a part of these TOS (the “Contest Rules”). If any conflict arises between these TOS and Contest Rules, the Contest Rules shall govern, but solely for purposes of your participation or involvement in the Promotion to which the Contest Rules relate.

Content Standards; Acceptable Use.

Content Standards.

Posts must comply, in their entirety, with all applicable federal, state, local, and international laws and regulations, our Acceptable Use Policy, and these TOS or any guidelines or policies posted on the Sites.

Acceptable Use.

We are committed to maintaining a safe, lawful, and respectful environment for all users of our Site. Your use of the Site is subject to the terms of our Acceptable Use Policy (“AUP”), which sets forth the standards of conduct, prohibited activities, and enforcement measures. For details on prohibited conduct, content restrictions, and enforcement actions, please review our full AUP at https://agiletix.com/acceptable-use-policy/, which is hereby incorporated by this reference as if stated verbatim in these TOS. You acknowledge and agree that (i) you are solely responsible for ensuring that your activities, communications, and content comply with the AUP and all applicable laws, (ii) we may suspend, restrict, or terminate your access to the Sites if your actions violate the AUP or create harm, risk, or liability to Agile or its users, and (iii) you shall indemnify, defend, and hold Agile and Agile Associates harmless against any Claim arising out of or related to your violation of the AUP, including but not limited to abusive behavior, unauthorized access, spamming, fraud, or other prohibited activities. If we suspect any breach of the requirements of this Section 5(b), we reserve the right to suspend your access to the Sites without advance notice in addition to such other remedies as we may have. Neither these TOS nor our AUP requires that we take any action against you or any other third party for violating the AUP, this Section 5(b), or these TOS, and we remain free to take any such action we see fit. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these TOS. You shall indemnify, defend, and hold Agile and Agile Associates harmless from and against any and all Claims arising out of or related to (i) your use of the Site in violation of the AUP, including prohibited conduct, fraudulent activities, or misuse of services, and (ii) any harm caused by your failure to comply with this AUP.

THIS Section 5(b) IS A MATERIAL PART OF THIS AGREEMENT,

User Conduct.

You are solely responsible and liable for: (x) your use of the Sites, including but not limited to your conduct, unauthorized-user conduct, and any conduct that would violate the requirements of the TOS applicable to you; and (y) any use of the Sites through your account, whether authorized or unauthorized. In addition:

Unauthorized Access.

You must take reasonable steps to prevent unauthorized access to the Sites, including but not limited to protecting your passwords and other login information. You are solely responsible (1) for maintaining the confidentiality of your password and account and (2) for periodically changing your password to maintain security. You shall not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You shall not transfer your account to anyone without first getting our express written permission. You acknowledge and agree that you are liable for any damages or losses to Agile and any other user by any use of your account, either authorized or unauthorized, and you shall indemnify, defend, and hold Agile and Agile Associates harmless against any Claim arising out of or related to your failure to maintain the confidentiality of your password and account.

Requirement to Notify of Compromised Account.

You must notify us immediately upon your discovery of any known or suspected unauthorized use of the Sites or breach of its security, and you shall use your best efforts to stop any unauthorized use. If you suspect that unauthorized access to your account or the Sites has occurred, including but not limited to concerns that your username or password may have been compromised, you must notify us in writing through a secure method (which may not be through your account) at support@agiletix.com as soon as practicable, but in no case in less than 2 hours from the discovery of any unauthorized use of your account or any other breach of security.

Compliance with Laws.

You acknowledge and agree that you are liable for compliance with all applicable laws, including but not limited to laws governing the protection of personally identifiable information and other laws applicable to the protection of electronic data. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions that you may be subject to by a department of your local government or any state or federal government agency or department, whether within the United States or elsewhere.

Content Use Limitations.

Your use of the Sites and its Content, whether supplied by us, any other User, or any other third party, may only be used for the lawful and intended purposes expressly authorized by us. Any misuse or unauthorized use of the Sites, the Content, or other violations of the TOS may violate applicable law, including but not limited to copyright laws (including the Digital Millennium Copyright Act), trademark laws, laws of privacy, laws of publicity, identity theft, and communications statutes and regulations. You agree and authorize Agile to terminate your account and access to the Sites at any time with or without notice and report you to the appropriate authorities and/or other interested parties, such as a claimed intellectual property owner if we become aware of any such misuse or unauthorized use.

Linking to the Sites and Social Media Features.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Sites may provide certain social media features that enable you to: (1) link from your own or certain third-party websites to certain content on the Sites; (2) send emails or other communications with certain content, or links to specific content, on the Sites; and (3) cause limited portions of content on the Sites to be displayed or appear to be displayed on your own or certain third-party websites ((1), (2), and (3), collectively, “Social Media Features”). You may use the Social Media Features solely as they are provided by us and solely with respect to the content they are displayed with. However, unless explicitly allowed via your use of the Social Media Features as provided by us, you must not: (1) establish a link from any website that you do not own; (2) cause the Sites or portions of the Sites to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (3) link to any part of the Sites other than the homepage; or (4) otherwise take any action with respect to the materials on the Sites that is inconsistent with any other provision of these TOS. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any Social Media Features and any links at any time without notice at our discretion.

Third-Party Tracking & Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service, including but not limited to Google Analytics, Firebase, Meta Pixel, and Facebook Retargeting Ads. These tools help us track user interactions, improve service functionality, and enhance advertising effectiveness. Specifically:

Google Analytics

tracks and reports website traffic, user behavior, and engagement metrics. Google may use collected data to personalize ads within its own advertising network. Learn more at Google’s Privacy Policy (https://policies.google.com/privacy/embedded?hl=en-US).

Firebase

collects data related to app performance, crash reporting, and user behavior to improve functionality and troubleshoot technical issues. Learn more at Firebase Privacy and Security (https://firebase.google.com/support/privacy/).

Meta Pixel

tracks interactions across our Services to measure advertising effectiveness, optimize ad delivery, and create audience insights. Learn more at Meta’s Privacy Policy (https://www.facebook.com/privacy/explanation/).

Facebook Retargeting Ads

enable personalized advertisements to users based on past interactions with our Services. Learn more at the Facebook Business Help Center (https://www.facebook.com/business/help/471978536642445/). For additional details on how these third-party tools collect, use, and share data, as well as options for managing your preferences, please refer to the Privacy Policy.

Term and Termination.

Effective Date.

These TOS shall be effective as of the latter of (1) the date on which you first accessed or used the Sites and, by so accessing or using, accepted these TOS, or (2) the date following your first access or use of the Sites after which we posted Updated TOS to the Sites as recorded at the top of these TOS.

Suspension.

We may permanently or temporarily terminate or suspend your access to the Sites, for any reason or no reason, at our sole discretion, with or without notice or liability, including but not limited to whether, at our sole discretion, we determine that you violated any provision of the TOS. You agree that neither Agile nor any of its subsidiaries or affiliates shall be liable to you or any third party for any such modification, suspension, or discontinuance. You shall indemnify, defend, and hold Agile and Agile Associates harmless against any Claim arising from or related to such suspension or termination.

Effects of Termination.

Upon termination of the TOS or your access to the Sites, for any reason or no reason, you will continue to be bound by each of the terms in the TOS, which terms, by their nature, should survive termination, including but not limited to ownership provisions, intellectual property, warranty disclaimers, indemnification, limitations of liability, dispute resolution, and any other provision that must survive to fulfill its essential purpose.

Digital Millennium Copyright Notice.

DMCA Takedown Notices.

We respect the intellectual property rights of others and comply with the Digital Millennium Copyright Act, 17 U.S.C. 501, et seq., as may be amended from time to time (the “DMCA”). If you believe that content on our Sites infringes your copyright, you may submit a DMCA Notice in accordance with our DMCA Policy. For details on how to submit a copyright infringement notice or counter-notification, please review our full DMCA Policy at https://agiletix.com/dmca-policy/, which is hereby incorporated by this reference as if stated verbatim in these TOS.

User is Responsible.

You acknowledge and agree that (i) you are solely responsible for ensuring that you own or have a valid license to any and all content that you submit, contribute, upload, use, link, or display on, with, or through the Site; and (ii) we may remove or disable access to allegedly infringing material in compliance with applicable law and its DMCA Policy.

Indemnity.

You shall indemnify, defend, and hold Agile and Agile Associates harmless from and against any and all Claims arising out of or related to (i) your use, upload, display, or distribution of content that infringes or misappropriates any third party’s copyright, trademark, or other intellectual property right; (ii) your failure to comply with the requirements of the DMCA; or (iii) any misrepresentation you make or made in connection with a DMCA Notice or Counter-Notice.

THIS SECTION 8 (i) IS A MATERIAL PART OF THIS AGREEMENT, AND YOU ACKNOWLEDGE AND AGREE THAT, BUT FOR THESE LIMITATIONS, AGILE WOULD NOT ENTER INTO THIS AGREEMENT OR PROVIDE THE SERVICES TO YOU, AND (ii) SHALL SURVIVE THE TERMINATION OR EXPIRATION OF YOUR USE OF THE SITE.

Intellectual Property; Licenses.

Our Property.

All Content on the Sites is either our property or used with permission, and you recognize that the Sites, its Content, and all its components are protected by copyright and other laws. We retain all rights, title, and interest (“Rights”) in and to the Sites, including but not limited to all software used to provide the Sites, all logos, and all trademarks reproduced through the Sites, and these TOS do not grant you any intellectual property rights in the Sites, or any of its components. The trademarks, logos, and/or slogans displayed on the Sites, including the marks “Agile Ticketing Solutions” (collectively “Trademarks”), are owned by us and/or others. You shall not construe anything on the Sites as granting any license or right to use Trademarks without our express written permission or the express written permission of the third-party owner of the applicable Trademarks. Your misuse of Trademarks or any other Content on the Sites, except as provided in the TOS, is strictly prohibited. We will aggressively enforce our intellectual property rights to the fullest extent of the law.

Feedback and Suggestions.

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or any other information about Agile or our products or services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including but not limited to developing, copying, publishing, or improving the Feedback at our sole discretion. Nothing will or may restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting you. By providing us Feedback, you irrevocably assign to us any right, title, and interest you may have in such Feedback and explicitly and irrevocably waive any and all claims relating to any past, present, or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback. You understand that Agile has not, will not, and does not agree to treat any Feedback that you provide to us as confidential.

User Content.

Registered users may upload illustrations, photographs, video, audio, or other graphics separately from accompanying text, as well as create white-labeled sites (as permitted) from a subdomain or their own domain within the site (generally “User Content”). By providing us User Content, you irrevocably assign to us any right, title, and interest you may have in such User Content and explicitly and irrevocably waive all claims relating to any past, present, or future moral rights, artists’ rights, or any other similar rights worldwide in or to such User Content. You understand that Agile has not, will not, and does not agree to treat any User Content you provide as confidential.

Licenses.

Limited License to Users.

We grant you a limited, revocable, non-exclusive, non-transferable license to view, copy, and print Content on the Sites for personal, non-commercial purposes.

Limited License to Search Engines.

We grant the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from publicly available areas of the Sites solely for creating publicly available, searchable indices of the Sites. You may not use any robot, spider, or other automatic device, process, or means to access the Sites for any purpose, including monitoring or copying any of the material on the Sites. In addition, you must respect any robots.txt protocols and exclusions.

Ads and Malware.

We take great care and pride in creating the Sites. We continuously search for technical glitches that affect how the Sites work, and upon finding them, we will fix them. Unfortunately, we cannot ensure that the Sites work on every device, and some glitches beyond our control may exist that affect how you see the Sites. If you experience any unusual behavior, content, or ads on the Sites, it may result from Malware on your computer. “Malware” means a broad classification of a form of software that is or may be installed on a computer system with malicious intentions, usually without the owner’s knowledge or permission, and may include computer viruses, key loggers, malicious content, rogue programs, and Trojan horses, among other malicious software. We continuously work to ensure that the Sites are working properly and use commercially available means to maintain the Sites free from any Malware. Please take precautions to clean and protect your device and monitor and prevent installations of Malware on your computer system. We are not and will not be responsible for the effects of any third-party software, including Malware, on your device.

Third-Party Links.

Third-Party Links.

The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Sites or any other form of link or re-direction of your connection to, with, or through the Sites (each a “Third-Party Link”) does not constitute an endorsement by, nor does it incur any obligation, responsibility, or liability on our part, or on the part of any of our successors and assigns, or Agile Associates. We do not verify, endorse, or have any responsibility for any such third-party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, even if our logos or sponsorship identification is on the third-party site as part of a co-branding or promotional arrangement. If any third-party site obtains or collects personal information or other information from you, in no event shall we assume or have any responsibility or liability. Your correspondence or business dealings with, or participation in promotions of, third-party service providers and advertisers found on or through the Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party service provider or advertiser, as the case may be. You agree that, to the fullest extent permissible pursuant to applicable law, Agile shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party service providers and advertisers on the Sites. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY LINKS, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY LINKS OR AVAILABLE THROUGH THIRD-PARTY LINKS, IS SOLELY AT YOUR OWN RISK AND DISCRETION.

Notification; Communication.

Notification.

Notification to You.

You acknowledge and agree (1) that we may send communications to you verbally or via any mailing address, email, telephone, or facsimile number provided by you to us through your account; (2) to notify us of any changes in your address or contact details; (3) that all communications will be deemed delivered to you when we send them and not when you receive them; (4) that we may provide notifications, including those regarding modifications to the TOS, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Sites, as determined by us at our sole discretion; and (5) that you may opt out of certain means of notification as described in the TOS; provided, however, that we are not responsible for any automatic filtering or blocking you or your network provider may apply, including but not limited to email notifications we send to the email address provided to us or via settings or options you may choose in your browser.

Notification to Us.

You shall send notices pursuant to the TOS (1) by mail to Agile Ticketing Solutions, LLC d/b/a Agile Ticketing Solutions, PO 22582, Nashville, TN 37202, Attn: Legal or (2) by email to support@agiletix.com or to such other addresses as we may provide to you through the TOS or other means of communication in the future. We will deem notices received by us upon the earlier of (x) actual receipt or delivery in person, (y) by certified mail return receipt requested, or (z) by email once you have received written confirmation of receipt in the same thread as your original email; provided, however, that automatic replies (such as do-not-disturb or out of office replies) will not constitute a written confirmation under this Section 12(a)(ii).

Disclaimer of Liability.

USE AT YOUR OWN RISK.

YOU AGREE THAT ANY RELIANCE UPON ANY CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SITES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL AGILE OR AGILE ASSOCIATES BE LIABLE FOR DAMAGES UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE SITES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITES IS TO STOP USING THE SITES. IF USING MATERIALS FROM THE SITES RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU AGREE AND CONSENT TO ASSUME ANY SUCH COSTS.

EXCLUSIONS IN SOME JURISDICTIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES INCLUDED HEREIN, SO THE EXCLUSIONS IN THIS Section 13 MAY NOT APPLY TO YOU.

SITES PROVIDED AS IS.

YOU ACKNOWLEDGE AND AGREE TO THE FULLEST EXTENT PERMITTED BY LAW, AGILE PROVIDES, AND YOU ACCEPT THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGILE: (I) HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (II) DOES NOT REPRESENT OR WARRANT THAT THE SITES WILL PERFORM WITHOUT INTERRUPTION OR THAT THE SITES WILL BE FROM INACCURACIES, FAILURES OF PERFORMANCE, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION, TRANSMISSIONS, MALWARE, OR LINE OR SERVICE FAILURES AND WE SHALL ASSUME NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITES OR YOUR DOWNLOADING OF ANY CONTENT FROM THE SITES; (III) DOES NOT REPRESENT OR WARRANT THAT THE SITES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE; AND (IV) NEITHER ENDORSES NOR REPRESENTS THE COMPLETENESS, RELIABILITY, OR ACCURACY OF ANY CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SITES, AND WE NEITHER PERFORMED ANY INVESTIGATION INTO SUCH INFORMATION NOR SHALL WE BE LIABLE FOR ANY INVESTMENT DECISIONS MADE BASED UPON SUCH INFORMATION.

AVAILABILITY

. YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, AGILE DOES NOT AND SHALL NOT GUARANTEE, AND WE EXPRESSLY EXCLUDE ALL LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO, OR REGARDING YOUR USE, DELAY, OR ANY UNAVAILABILITY OF THE SITES AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO ANY LOSS OF MONEY, SUSPENSION OR TERMINATION OF YOUR ACCOUNT, OR FOR ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, PROGRAMS, AND THE DATA THEREON. UNDER NO CIRCUMSTANCES WILL AGILE OR AGILE ASSOCIATES BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE ANY PART OF THE SITES OR ANY THIRD-PARTY LINK OR IN CONNECTION WITH OR AS A RESULT OF ANY INACCURACY, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, TRANSMISSION, MALWARE, OR LINE OR SERVICE FAILURE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, AND/OR EXPENSES.

USER CONTENT

. WE DO NOT REVIEW USER CONTENT BEFORE IT IS UPLOADED OR POSTED. YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, AGILE DOES NOT AND SHALL NOT BE RESPONSIBLE. WE EXPRESSLY EXCLUDE ALL REPRESENTATION AND WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF, RELATING TO, OR REGARDING ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER.

LIMITATION OF LIABILITY.

LIABILITY ARISING OUT OF OR RELATED TO THESE TOS OR YOUR USE OF THE SITES WILL NOT EXCEED THE TOTAL YOU HAVE PAID OR SHOULD HAVE PAID TO AGILE IN THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. IN NO EVENT WILL AGILE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TOS OR THE USE OF THE SITES. THE LIABILITIES LIMITED BY THIS Section 13 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF AGILE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS Section 13(f), YOU AGREE AND CONSENT THAT AGILE’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO COMPENSATORY DAMAGES AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. FOR CLARITY, THE LIABILITY LIMITS AND OTHER RIGHTS STATED IN THIS Section 13(f) SHALL APPLY LIKEWISE TO AGILE ASSOCIATES.

Indemnification.

You agree to indemnify, defend, and hold Agile and Agile Associates harmless from and against any and all claims, actions, proceedings, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees (each a “Claim”) resulting from any breach or violation of the TOS by you or arising out of or related to your use of the Sites, including but not limited to your Posts, any use of the Sites’ content, features, or products other than as expressly authorized in these TOS and regardless of whether or not such Claims arise out of or are related to our negligence. For clarity, with respect to this Section 14 and all other sections that expressly provide for the indemnification of Agile by you, Claims shall include but are not limited to Claims: (i) related to unauthorized disclosure or exposure of personally identifiable information or other private information; (ii) related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material or other Content uploaded to the Sites through your User account; (iii) that use of the Sites through your User account harasses, defames, or defrauds a third party; and/or (iv) that you violated the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such Claim and all negotiations for settlement or compromise, and you agree to fully cooperate with us in defense of any such negotiations, as we request. THIS PROVISION IS A MATERIAL PART OF THIS AGREEMENT, AND YOU ACKNOWLEDGE AND AGREE THAT, BUT FOR THESE LIMITATIONS, AGILE WOULD NOT ENTER INTO THIS AGREEMENT OR PROVIDE THE SERVICES TO YOU.

Dispute Resolution.

Agreement to Amicably Resolve Disputes.

In the event of any Claim, controversy, or alleged dispute between you and Agile or Agile Associates (each a “Dispute”), and except to the extent necessary for an IP Protection Action, you hereby agree to attempt in good faith to amicably to resolve any Dispute through the following procedures. “IP Protection Action” means any action to seek injunctive or other equitable relief in a court of competent jurisdiction solely to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. TO THE FULLEST EXTENT PERMITTED BY LAW, FAILURE TO FOLLOW THESE PROCEDURES SHALL CONSTITUTE THE WAIVER OF YOUR RIGHTS TO ANY FURTHER PROCEEDING WITH RESPECT TO ANY DISPUTE, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED TO THE TOS OR YOUR USE OF THE SITES. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO FURTHER DISPUTE RESOLUTION PROCEEDINGS, INCLUDING THE RIGHT TO ARBITRATION OR LITIGATION.

Dispute Conference.

In the event of a Dispute, either party may call for a resolution conference by sending written notice to the other at the address provided by you via your account information or by us at the address in Section 12(a)(ii). The parties shall meet in person or by telephone (“Dispute Conference”) within 3 business days of their designation and shall negotiate in good faith to resolve the dispute. The Dispute Conference must commence within 30 days following obtaining knowledge of the cause of action forming the basis of the Dispute. Failure to commence a Dispute Conference within the 30-day period constitutes a waiver of your rights to any further proceeding. Except to the extent necessary for an IP Protection Action, neither party shall initiate arbitration or litigation until 30 business days after the Dispute Conference.

Arbitration.

If the Dispute remains unresolved following the Dispute Conference, a party may attempt to resolve such dispute through arbitration under the auspices of the American Arbitration Association (“AAA”) in Nashville, Tennessee, at that party’s sole expense, subject to the following: (1) parties agree to submit the Dispute for resolution by final binding arbitration after serving written notice, which shall set forth in detail the controversy, question, claim, or alleged breach along with details regarding the parties’ attempt to resolve such Dispute through these procedures; (2) following notice and attempts to resolve, and within 6 months of a party obtaining knowledge of the cause of action forming the basis of the Dispute, the complaining party may commence an arbitration proceeding before a single arbitrator to be selected by the AAA, pursuant to its Commercial Arbitration Rules; provided, however, that failure to commence an arbitration within the 6-month period constitutes a waiver of your rights to any further proceeding; (3) in any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and parties agree in good faith to minimize discovery burdens by confining the scope of discovery to only areas in dispute, limiting the topics and number of pages on which information is requested to directly relevant matters; and (4) any decision of the arbitrator shall be final and binding and may not be appealed to any court except upon claim of fraud or corruption; provided however, that implementation of such decision shall in no way be delayed or otherwise impaired pending the outcome of such an appeal. A court having proper jurisdiction may enter judgment upon the award rendered in such arbitration. Except to the extent necessary for an IP Protection Action, neither party may initiate litigation until 30 days after arbitration.

Litigation.

A court of competent jurisdiction located within Davidson County, Tennessee, shall decide any IP Protection Action or any other Dispute that is not subject to arbitration. Each party hereby waives any claim that such venue is improper or inconvenient.

No Joint Disputes or Class Actions.

You agree that any claim, controversy, or alleged dispute between you and us, our members, or our affiliates (“Dispute”) will be limited between you, individually, and us. To the fullest extent allowable by law, you agree that no dispute resolution proceeding of any kind, whether arbitration, arbitration, or litigation, shall be joined with any other party or decided on a class action basis.

Right to Opt out of Mandatory Arbitration and Class Action Waiver.

IF YOU DO NOT WISH TO BE BOUND BY THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN Section 15, YOU MUST NOTIFY AGILE IN WRITING (THE “Opt-Out Notice”), WHERE THE OPT-OUT NOTICE MEETS ALL OF THE FOLLOWING REQUIREMENTS: The Opt-Out Notice must: (i) be sent by first class mail, postage prepaid, certified and return receipt requested to the address listed in Section 12(a)(ii); (ii) be postmarked no later than 45 days after the date you accept the TOS for the first time, unless a longer period is required by applicable law; provided, however, that if you are or become a user of more than one Agile website, application, or other interactive service, you must provide the Opt-Out Notice within the earliest deadline applicable for any such website, application or other interactive service for which you are or become a user; (iii) include your first and last name, address, phone number, email address and, if applicable, your username if you are a registered user of an Agile website, application, or other interactive service along with an identification of the applicable website, application, or other interactive service for each such username; and (iv) include a statement that you do not agree to the mandatory arbitration and class action waiver. We will use the information you include in the Opt-Out Notice to record, process, maintain, and administer your opt-out of the mandatory arbitration and class action waiver provisions and not for marketing purposes. If the Opt-Out Notice meets all the above requirements, you will be deemed to have opted out of the mandatory arbitration and class action waiver provisions with respect to all the Sites. A valid Opt-Out Notice applies only to the individual identified in such notice as opting out.

Miscellaneous.

Confidentiality of Information.

You should not post any confidential or proprietary information to publicly available portions of the Sites. However, as a User, you shall protect all Content with the same degree of care you use to protect your own information of similar nature and importance, but in no case with less than reasonable care. In cases where Content is marked “Confidential” or any nonpublic information relating to our technology, customers or potential customers, business plans, promotional and marketing activities, finances or other business affairs, or any other nonpublic, sensitive information, you should consider the information a trade secret or otherwise confidential and utilize the same efforts to protect and maintain its secrecy that is reasonable under the circumstances to protect and maintain the secrecy of your own information of similar nature and importance.

No Third-Party Beneficiaries.

Except as expressly provided in the TOS, there shall be no third-party beneficiaries to the TOS.

Assignment & Successors.

You may not assign any of your Rights or delegate any of your responsibilities or obligations in these TOS without our express written consent. Except to the extent forbidden in this Section 17(c), these TOS will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

Severability.

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of the TOS invalid or otherwise unenforceable in any respect. If a provision of the TOS is held to be invalid or otherwise unenforceable, you agree to allow us to replace such void or unenforceable provision of the TOS with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision and each such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law. The remaining provisions of the TOS will continue in full force and effect.

No Waiver.

Neither party will be deemed to have waived any of its rights under the TOS by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. A waiver of a breach of the TOS shall not be construed as a waiver of any continuing or succeeding breach of the TOS, the TOS themselves, or a waiver of any right under these TOS.

Choice of Law; Jurisdiction; Waiver of Jury Trial.

All Claims arising out of or related to the TOS and/or the use of the Sites shall be governed solely by the internal laws of the State of Tennessee, including but not limited to applicable federal law and without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties or other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts located in Davidson County, Tennessee. You hereby agree to the personal and exclusive jurisdiction and venue of such courts. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THE TOS AND/OR THE USE OF THE SITES. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. This Section 17(f) governs all claims arising out of or related to the TOS and/or the use of the Sites, including but not limited to negligence, contract, tort, strict product liability, or otherwise.

Interpretation.

The titles and headings have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of these TOS. “Include(s)” and “including” are deemed to be followed by “but not limited to.” “Or” is not exclusive. “Herein” refers to the TOS as a whole. These TOS shall be construed without regard to any presumption, rule of construction, or interpretation against the drafting party.

Entire Agreement.

These TOS set forth the parties’ entire agreement and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.