Loading Your Vegas Show...
Worldwide Master Licensing, Operations & Campaign Continuity
Parties. This INthe-Q™ Global Enterprise Markets (GEM) Worldwide Master Licensing, Operations & Campaign Continuity Agreement (“Agreement”) is entered into by and between JCLV Enterprises LLC, a Nevada limited liability company, doing business as Rebel Boom and Rebel Boom Live (“Rebel Boom Live,” “Company,” or “Licensor”), and the Entertainment Company completing the GEM registration and agreement-execution process (“Enterprise Licensee” or “Licensee”).
Rebel Boom Live and the Enterprise Licensee may individually be referred to as a “Party” and collectively as the “Parties.”
The INthe-Q™ Global Enterprise Markets (“GEM”) Platform is a proprietary enterprise licensing and live-entertainment demand validation system developed and operated by JCLV Enterprises LLC dba Rebel Boom Live.
GEM is designed to allow qualified Entertainment Companies to conduct Reservation Campaigns in selected geographic markets for participating Artists in order to measure verified fan demand before substantial venue and production commitments are made.
GEM is designed to provide participating Enterprise Licensees with market-specific Reservation participation and ticket-conversion information that may assist in determining whether a live performance should be activated in a particular market.
GEM does not itself produce concerts, operate venues, act as a ticketing company, or serve as the promoter of an Enterprise Licensee’s activated Show Campaigns unless separately agreed in writing.
GEM operates primarily through an enterprise licensing model under which qualified Entertainment Companies may obtain authorized access to specified Platform functionality for the purpose of conducting approved Reservation Campaigns.
Nothing in this Agreement transfers ownership of the GEM Platform, INthe-Q™, Rebel Boom Live, any software, technology, intellectual property, databases, trademarks, patents, patent applications, trade secrets, methodologies, workflows, or proprietary systems to the Enterprise Licensee.
GEM is designed to measure participation through verified Reservation Campaigns conducted within the Private Membership Fan Alliance Network.
Enterprise Licensees retain substantial flexibility regarding participating Artists, geographic markets, Reservation Campaign sizes, Activation Thresholds, venues, ticket pricing, production, marketing, and Artist compensation, subject to this Agreement and applicable Platform Rules.
Each participating market is evaluated independently. Performance in one market does not automatically establish demand in another market.
GEM is intended to provide Enterprise Licensees with additional market-specific information before significant venue and production commitments are made.
GEM is designed to create additional opportunities for Artists by connecting verified fan participation with potential live performance opportunities.
GEM recognizes the participating Fan as an active participant in the demand-validation process rather than merely a passive ticket purchaser.
The Parties acknowledge that preserving the integrity, credibility, transparency, security, and reputation of GEM is fundamental to the continued operation of the Platform.
For purposes of this Agreement:
3.1 “GEM” means the INthe-Q™ Global Enterprise Markets enterprise platform and related systems, software, workflows, technology, intellectual property, and services operated by Rebel Boom Live.
3.2 “Artist” means the individual, musical act, performer, group, or other entertainment act participating in an approved GEM Campaign.
3.3 “Enterprise Licensee” means the qualified Entertainment Company authorized by Rebel Boom Live to conduct an approved GEM Campaign.
3.4 “Show Campaign” means an approved Artist campaign established by an Enterprise Licensee for one or more geographic markets.
3.5 “Reservation Campaign” means the period during which eligible Members may submit Reservations for an approved Show Campaign.
3.6 “Reservation” means the qualifying participation submitted by an eligible Fan for a particular Show Campaign.
3.7 “Reservation Fee” means the applicable fee charged for participation in a Reservation Campaign.
3.8 “Reservation Credit™” means any credit applicable toward an eligible ticket purchase pursuant to the applicable Campaign rules.
3.9 “Buy Window™” means the designated period during which eligible Reservation Holders are permitted to purchase tickets for an activated Show Campaign.
3.10 “Activation Threshold” means the minimum number of qualifying ticket purchases selected by the Enterprise Licensee that must be achieved for a particular market to become an Activated Show.
3.11 “Activated Show” means a Show Campaign market that has satisfied its applicable Activation Threshold and therefore constitutes a production obligation of the Enterprise Licensee, subject to this Agreement.
3.12 “Average Base Ticket Price™” means the agreed average base or face value of tickets applicable to a Show Campaign and used as the financial benchmark for planning, budgeting, forecasting, licensing, and administration of the Campaign.
3.13 “Private Membership Fan Alliance Network” means the private membership-based participation structure through which eligible Fans may participate in applicable INthe-Q™ and GEM Reservation Campaigns.
3.14 “Community Social Media Platform” means the social networking, communication, profile, content-sharing, promotional, community, and related digital features made available through authorized INthe-Q™ Artist, Fan, Enterprise, or other Platform dashboards.
3.15 “Ticketing Provider” means an independent licensed third-party ticketing company selected for an applicable Campaign.
3.16 “Per Show Licensing Fee” means the fee payable to Rebel Boom Live for each Activated Show pursuant to this Agreement and the applicable licensing schedule.
3.17 “Enterprise Operational Default” means a material failure by the Enterprise Licensee to perform its obligations following the activation of one or more Show Campaign markets.
Subject to the terms and conditions of this Agreement, Rebel Boom Live grants the Enterprise Licensee a limited, non-exclusive, non-transferable, revocable license to access and use designated GEM Platform functionality for authorized Campaign purposes.
The license granted herein is strictly limited to the creation, administration, promotion, and operation of approved GEM Show Campaigns.
The Enterprise Licensee may not sublicense, sell, transfer, lease, reproduce, distribute, or otherwise commercially exploit the GEM Platform except as expressly authorized in writing.
The applicable Enterprise licensing fee shall be established by the applicable GEM registration and licensing schedule.
Unless otherwise expressly agreed in writing, the Enterprise License Fee is separate from Reservation Revenue, ticket revenue, venue expenses, Artist compensation, Ticketing Provider charges, and the Per Show Licensing Fee.
An Enterprise Licensee may conduct no more than one GEM Show Campaign for the same Artist during any calendar year unless Rebel Boom Live expressly authorizes an additional Campaign in writing.
This limitation is intended to preserve Campaign integrity, discourage repetitive or speculative Reservation harvesting, and encourage Enterprise Licensees to conduct meaningful market selection and planning before initiating a Campaign.
Each GEM Reservation Campaign shall have a maximum Reservation Campaign period of ninety (90) consecutive calendar days unless otherwise approved in writing by Rebel Boom Live.
The ninety-day Campaign structure is intended to provide Enterprise Licensees sufficient time to introduce, explain, market, and promote the GEM Campaign while maintaining a defined and commercially meaningful demand-validation period.
A Campaign shall not automatically extend beyond ninety (90) days.
Any extension must be approved by Rebel Boom Live in writing.
Upon expiration of the applicable ninety-day period, the Reservation Campaign shall close in accordance with the applicable Campaign Rules.
An Enterprise Licensee may establish a single approved Artist GEM Campaign covering up to one hundred (100) geographic markets, subject to Platform availability and Rebel Boom Live approval.
Each city or geographic market shall constitute an independent Campaign market for purposes of Reservation measurement and Activation Threshold determination.
The Enterprise Licensee shall select the markets in which it wishes to measure demand.
Selection of a market does not guarantee that the market will produce sufficient demand to satisfy the applicable Activation Threshold.
A market that fails to satisfy its applicable Activation Threshold shall not constitute an Activated Show and shall not create an obligation upon the Enterprise Licensee to produce a performance in that market, subject to applicable Campaign Rules.
Subject to the Campaign configuration approved by Rebel Boom Live, the Enterprise Licensee may select an available Reservation capacity appropriate to the intended venue and market.
Available Reservation capacities may include:
A Campaign may not exceed the maximum Reservation capacity authorized by the GEM Platform.
The Enterprise Licensee shall select the Reservation capacity for each Campaign market before the Reservation Campaign begins.
The Enterprise Licensee may not intentionally establish an artificial Reservation capacity for the purpose of manipulating demand data or Campaign results.
The Enterprise Licensee shall select the applicable Activation Threshold for each market before the Reservation Campaign begins.
The Activation Threshold shall represent the minimum qualifying ticket purchases required for the applicable market to become an Activated Show.
Available Campaign configurations may include, depending upon Platform authorization:
The final available configuration shall be determined by the GEM Platform and the applicable Campaign.
Once selected and approved, the applicable Activation Threshold shall constitute a material Campaign condition.
If the applicable minimum Activation Threshold is achieved during the Buy Window, the Enterprise Licensee shall be contractually obligated to produce the Activated Show, subject to the provisions of this Agreement.
For GEM Campaigns, the standard Buy Window™ shall remain open for up to thirty (30) calendar days unless otherwise specified in the applicable Campaign.
The extended Buy Window is intended to accommodate Fans located in multiple geographic markets and time zones and to provide international Members a commercially reasonable opportunity to complete ticket purchases.
Eligible ticket purchases shall be processed on a first-come, first-served basis, subject to available inventory, applicable seating categories, Ticketing Provider procedures, and Campaign rules.
GEM Campaigns are designed to operate within the Private Membership Fan Alliance Network and are not required to be publicly marketed or sold through traditional public ticketing channels.
At the conclusion of the Buy Window, ticket sales shall be reconciled against the applicable Activation Threshold to determine whether the market has become an Activated Show.
Each GEM Campaign shall be structured around an agreed Average Base Ticket Price™ rather than a single uniform ticket price.
Following activation of the Buy Window™, individual tickets may be offered through a multi-tier seating and pricing framework.
The standard framework may include:
| Seating Tier | Typical Location |
|---|---|
| Premium | Front Rows / VIP / Closest to Stage |
| Preferred | Front-Middle Seating |
| Standard | Center Seating |
| Value | Rear Seating |
| Economy | Upper Level / Farthest Seating |
The Enterprise Licensee, authorized Promoter, Venue Operator, or licensed Ticketing Provider may establish individual ticket prices according to venue configuration, market conditions, seat location, premium inventory, accessibility requirements, VIP offerings, hospitality packages, and other commercially reasonable considerations.
Individual ticket prices may vary substantially; however, the overall Campaign pricing structure shall be designed around the agreed Average Base Ticket Price™ unless otherwise approved by Rebel Boom Live.
Nothing requires all seats in an Activated Show to have identical ticket prices.
Rebel Boom Live does not establish or control the final retail price of individual tickets unless expressly agreed in a separate written arrangement.
The Average Base Ticket Price™ does not necessarily include governmental taxes, Ticketing Provider fees, venue charges, facility fees, service charges, or other amounts imposed during final ticket purchase.
Any applicable Reservation Credit™ shall be applied in accordance with the applicable Campaign and Fan Terms.
GEM is designed to remain independent of any particular ticketing provider.
The Enterprise Licensee may utilize any properly licensed Ticketing Provider approved for the applicable jurisdiction and Campaign.
Nothing in this Agreement requires the Enterprise Licensee to utilize Ticketmaster, AXS, See Tickets, Tixr, Eventbrite, or any other specific provider.
Each Ticketing Provider shall remain an independent third party responsible for its own software, account procedures, customer service, ticket inventory management, payment processing, purchase procedures, and applicable fees.
The Enterprise Licensee shall ensure that the selected Ticketing Provider is legally and operationally capable of supporting the applicable Campaign.
The Enterprise Licensee shall not use a Ticketing Provider to circumvent GEM eligibility, Campaign restrictions, Fan verification, Reservation Holder access, or other Platform requirements.
GEM Campaigns are designed to operate as private Membership Fan Alliance Network events rather than conventional unrestricted public ticket sales.
Eligible Members participate in Reservation Campaigns as verified participants in the demand-validation process.
Ticket purchase opportunities during the Buy Window shall be provided in accordance with applicable Campaign Rules and eligibility requirements.
The Parties acknowledge that the private membership structure is intended, among other purposes, to reduce opportunities for large-scale speculative ticket accumulation, automated purchasing, bulk scalping, and unauthorized resale.
The Platform may implement reasonable anti-scalping and anti-fraud measures but does not guarantee that unauthorized resale or other prohibited activity can be completely eliminated.
The applicable Reservation Fee shall be established by Rebel Boom Live and the applicable Campaign.
Unless otherwise provided in the applicable Artist Participation Agreement, fifty percent (50%) of qualifying Reservation Revenue shall be allocated to the participating Artist.
The remaining Reservation Revenue shall be allocated in accordance with the applicable GEM commercial and financial structure.
Reservation Revenue and ticket sale revenue are separate categories of revenue and shall not be treated as interchangeable.
Reservation Revenue allocated to the Artist shall not automatically constitute an advance against an Artist Guarantee unless expressly agreed in writing.
Artist compensation for each Activated Show shall be separately negotiated between the Enterprise Licensee and the Artist or the Artist’s authorized representative.
The Parties acknowledge that GEM may provide market-specific demand information that may assist the Enterprise Licensee and Artist in establishing appropriate compensation for individual markets.
GEM does not impose a mandatory Artist Guarantee formula.
Artist compensation may be structured as an All-Inclusive Compensation Package incorporating, without limitation:
Except as otherwise expressly provided in this Agreement, the Enterprise Licensee shall be entitled to the ticket sale revenue generated by an Activated Show, subject to applicable taxes, Ticketing Provider fees, venue obligations, and the Rebel Boom Live Per Show Licensing Fee.
Ticket funds may be collected, held, processed, and distributed by an independent Ticketing Provider or other authorized payment or settlement entity.
Rebel Boom Live shall not be deemed to hold or control ticket sale funds merely because it licenses or operates the GEM Platform.
The Enterprise Licensee shall remain responsible for payment of the applicable Per Show Licensing Fee regardless of the Ticketing Provider utilized.
For each Activated Show, the Enterprise Licensee shall pay Rebel Boom Live the applicable Per Show Licensing Fee established under the applicable GEM licensing schedule.
Unless otherwise agreed in writing, the Per Show Licensing Fee shall be calculated using the agreed methodology applied to the applicable net base ticket price or Average Base Ticket Price™.
The Per Show Licensing Fee is separate from the Enterprise License Fee, Reservation Revenue, Artist compensation, venue expenses, and Ticketing Provider charges.
The Enterprise Licensee shall ensure that all applicable licensing fees are timely paid in accordance with the applicable Campaign settlement procedures.
The Enterprise Licensee is solely responsible for financing and producing each Activated Show.
The Enterprise Licensee represents that it possesses or shall obtain sufficient financial resources to satisfy its obligations.
Enterprise obligations may include:
GEM does not transfer the financial responsibility for an Activated Show from the Enterprise Licensee to Rebel Boom Live.
Once a Campaign market reaches its selected Activation Threshold, the Enterprise Licensee is obligated to produce the Activated Show.
The Enterprise Licensee shall proceed with venue selection and booking within the applicable production timeline.
The Enterprise Licensee shall establish a commercially reasonable production schedule and perform all obligations necessary to conduct the Activated Show.
Failure to produce an Activated Show without lawful justification shall constitute an Enterprise Operational Default.
An Enterprise Operational Default may occur if the Enterprise Licensee:
Where commercially and legally appropriate, Rebel Boom Live may provide written notice of default and a reasonable opportunity to cure.
Where immediate action is reasonably necessary to protect Fans, Artists, Campaign funds, Platform integrity, or other parties, Rebel Boom Live may exercise immediate protective remedies to the extent permitted by law.
Upon an uncured material default, Rebel Boom Live may suspend or terminate the Enterprise License.
If an Enterprise Licensee abandons or refuses to produce one or more Activated Shows, Rebel Boom Live may take commercially reasonable steps to preserve the continuity of successful Campaign markets.
Such steps may include:
The Artist’s obligations concerning an Activated Show shall be governed by the applicable Artist Participation Agreement and related contracts.
Where the Artist has received Reservation Revenue attributable to successful Campaign participation, the Artist shall remain subject to any applicable contractual performance obligations notwithstanding an Enterprise Licensee default, subject to applicable law and the Artist’s existing contractual rights.
Nothing in this Article shall be interpreted as granting Rebel Boom Live unauthorized ownership or immediate possession of funds held by an independent Ticketing Provider, payment processor, escrow agent, venue, or other third party.
Any transfer, settlement, recovery, or redirection of funds shall be conducted in accordance with applicable contracts, laws, payment-provider rules, and lawful procedures.
In exercising Campaign Continuity rights, Rebel Boom Live shall use commercially reasonable efforts to protect the interests of participating Fans and preserve the integrity of the applicable ticket purchase and event experience.
A market that does not satisfy its applicable Activation Threshold during the Buy Window shall not become an Activated Show.
The Enterprise Licensee shall not be required to produce a performance in a market that fails to satisfy its applicable Activation Threshold, subject to any separate written agreement.
The results of unsuccessful markets may remain part of the Campaign data and analytics available to the Enterprise Licensee and Rebel Boom Live.
The Enterprise Licensee shall not intentionally select or manipulate Campaign markets for the purpose of generating misleading results.
The Enterprise Licensee shall initiate each Campaign in good faith and with a genuine intention to evaluate demand and produce successful Activated Shows.
The Enterprise Licensee shall not use GEM to:
The one-campaign-per-Artist-per-year limitation is intended to discourage repeated speculative Campaign activity and preserve the integrity of market data.
The GEM Platform may provide participating Artists, Enterprise Licensees, and authorized Members with access to the INthe-Q™ Community Social Media Platform.
Use of the Community Social Media Platform is governed by the separate INthe-Q™ Community Social Media Agreement and applicable Platform Rules, Privacy Policy, Community Guidelines, Content Policies, and related terms.
The Community Social Media Agreement is incorporated into this Agreement by reference to the extent applicable to the Enterprise Licensee.
The Enterprise Licensee shall not use the Community Social Media Platform to:
Access to the Community Social Media Platform does not transfer ownership of its technology, databases, software, intellectual property, Member relationships, or underlying systems to the Enterprise Licensee.
If this Agreement conflicts with the Community Social Media Agreement concerning Enterprise licensing, financial obligations, Campaign operations, or Enterprise default, this Agreement shall control.
The Community Social Media Agreement shall control matters specifically concerning community participation, user conduct, content, moderation, and operation of the Community Social Media Platform unless expressly superseded herein.
Platform-generated Campaign data, analytics, methodologies, algorithms, workflows, and aggregated information shall remain the property of JCLV Enterprises LLC unless otherwise agreed in writing.
The Enterprise Licensee shall receive access to information reasonably necessary to administer and evaluate its authorized Campaigns.
The Enterprise Licensee shall not sell, license, publish, redistribute, or commercially exploit proprietary Platform analytics outside the scope of its authorized GEM use.
GEM data is intended as a demand-validation and planning resource and does not guarantee the future performance of any market beyond the applicable Campaign results.
The Enterprise Licensee represents and warrants that:
The Enterprise Licensee shall be solely responsible for compliance with all laws and regulations applicable to its activities, including:
GEM does not constitute legal, tax, accounting, securities, insurance, or regulatory advice.
All right, title, and interest in INthe-Q™, GEM, Rebel Boom Live, and all related technology and intellectual property remain exclusively with JCLV Enterprises LLC.
Protected assets include, without limitation:
No rights are granted except those expressly stated in this Agreement.
The Enterprise Licensee acknowledges that GEM contains confidential and proprietary information, including business methods, technology, workflows, Campaign architecture, financial structures, data, and trade secrets.
The Enterprise Licensee shall maintain the confidentiality of such information and shall not disclose it except as required by law or expressly authorized in writing.
This obligation survives termination of this Agreement.
Each Party shall comply with applicable privacy and data-protection laws governing its activities.
The Parties acknowledge that different jurisdictions may impose different obligations concerning Fan, Artist, Enterprise, and Campaign information.
The Enterprise Licensee shall not independently collect, use, sell, or exploit Platform Member information except as authorized by applicable Platform Agreements and law.
Each Party shall be responsible for its own applicable taxes arising from its activities under this Agreement.
The Enterprise Licensee shall be responsible for taxes associated with its ticket sales, event production, Artist payments, and other activities to the extent required by applicable law.
Nothing herein constitutes tax advice.
The Enterprise Licensee shall obtain and maintain insurance reasonably appropriate to the size, location, nature, and risks of each Activated Show.
Such insurance may include commercial general liability, event cancellation, workers’ compensation, automobile liability, property coverage, and other commercially reasonable coverage.
The Enterprise Licensee is an independent contractor.
Nothing in this Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, franchise, agency, or other relationship except the limited licensing relationship expressly established herein.
Unless expressly agreed in writing, Rebel Boom Live is not the promoter, producer, venue operator, ticket seller, Artist employer, or financial guarantor of an Enterprise Licensee’s Activated Show.
The Enterprise Licensee remains responsible for its own production and event obligations.
The Enterprise Licensee may not assign, transfer, sublicense, pledge, sell, or otherwise transfer its rights or obligations under this Agreement without prior written approval from Rebel Boom Live.
Rebel Boom Live may assign this Agreement to an affiliate, successor, purchaser, or other qualified entity in connection with the ownership or operation of the Platform.
Rebel Boom Live may suspend or revoke the Enterprise License upon:
Suspension or termination shall not eliminate accrued obligations.
To the fullest extent permitted by applicable law, JCLV Enterprises LLC, Rebel Boom Live, its officers, directors, employees, contractors, affiliates, licensors, successors, and assigns shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages arising from or relating to this Agreement or the Platform.
Nothing herein shall exclude liability that cannot lawfully be excluded.
The Enterprise Licensee shall indemnify, defend, and hold harmless JCLV Enterprises LLC, Rebel Boom Live, and their officers, directors, employees, affiliates, contractors, successors, and assigns from claims, liabilities, damages, losses, judgments, costs, and reasonable attorneys’ fees arising from:
Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, pandemics, labor disputes, utility failures, internet disruptions, or other extraordinary events.
The affected Party shall provide reasonable notice and use commercially reasonable efforts to mitigate the effects.
This Agreement shall become effective upon execution and remain effective until terminated pursuant to its terms.
Termination rights, if any, shall be governed by the applicable licensing schedule or written Campaign agreement.
Either Party may terminate for material breach that remains uncured following applicable notice and cure procedures.
The following shall survive termination:
The Enterprise Licensee shall maintain accurate records relating to its Campaigns, ticket sales, Artist payments, venue obligations, and other material Campaign activities.
Rebel Boom Live may reasonably request documentation necessary to verify compliance with this Agreement and applicable licensing obligations.
Formal notices under this Agreement shall be delivered electronically or by other written means designated by the Parties.
Authorized Company communications shall originate from official Company channels designated by Rebel Boom Live.
The Enterprise Licensee shall maintain current contact information throughout the term of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, United States of America, without regard to conflict-of-law principles.
Any dispute, claim, or controversy arising from or relating to this Agreement shall, to the fullest extent permitted by applicable law, be resolved through final and binding arbitration in Nevada under applicable commercial arbitration rules.
The Parties agree that arbitration may be conducted remotely where appropriate.
The Parties waive any right to a jury trial to the extent such waiver is enforceable under applicable law.
Nothing herein prevents either Party from seeking temporary or emergency equitable relief where reasonably necessary to protect intellectual property, confidential information, Platform integrity, or other legally protectable interests.
Electronic signatures, electronic acceptance, digital acknowledgments, and electronically executed documents shall have the same legal effect as original signatures to the extent permitted by applicable law.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Failure by either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.
This Agreement, together with applicable schedules, exhibits, Campaign documents, licensing schedules, and incorporated Platform Agreements, constitutes the complete agreement between the Parties concerning GEM.
Applicable Platform Agreements may include:
In the event of a conflict, the following hierarchy shall apply unless otherwise expressly stated:
Nothing in this hierarchy shall be interpreted to eliminate rights or obligations expressly established by a separate agreement where such agreement specifically governs a subject matter not addressed by this Agreement.
Amendments to this Agreement shall be effective only when properly authorized and executed in writing or electronically by the Parties, except that Rebel Boom Live may update operational Platform Rules, technical procedures, security requirements, and similar non-material operating requirements as reasonably necessary to maintain the Platform.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
By executing this Agreement, the Enterprise Licensee acknowledges that it:
The Enterprise Licensee acknowledges and agrees that this Agreement may be executed electronically through the digital signature and agreement-execution functionality incorporated into the INthe-Q™ GEM Platform.
The Enterprise Licensee is not required to print, physically sign, scan, or manually return this Agreement unless otherwise requested by Rebel Boom Live.
Before executing this Agreement, the Enterprise Licensee shall provide the name, title, and designated business email address of the individual authorized to execute the Agreement on behalf of the Enterprise Licensee (“Authorized GEM Representative”).
The Enterprise Licensee represents and warrants that the individual identified as the Authorized GEM Representative has actual authority to enter into this Agreement on behalf of the Enterprise Licensee.
The Authorized GEM Representative shall execute this Agreement by completing the electronic signature process presented through the GEM Platform.
The electronic signature, electronic acceptance, confirmation, authentication, or other digital execution method utilized by the GEM Platform shall constitute the Enterprise Licensee’s legally binding signature and acceptance of this Agreement to the fullest extent permitted by applicable law.
Upon completion of the electronic signature process, the GEM Platform shall generate an electronic execution record and a PDF copy of the executed Agreement incorporating the applicable execution information.
The execution record may include, without limitation:
Following successful execution, the executed PDF Agreement shall be delivered electronically to the designated GEM Authorized Representative email address provided by the Enterprise Licensee during the registration and agreement-execution process.
The executed PDF delivered to that designated email address shall constitute the Enterprise Licensee’s official electronic copy of the executed Agreement.
Rebel Boom Live may retain a copy of the executed Agreement and associated electronic execution records within its digital records, Platform systems, or other secure document-retention systems.
Such records may be used to establish the existence, execution, acceptance, and applicable version of the Agreement.
The Enterprise Licensee is solely responsible for ensuring that the designated Authorized GEM Representative email address is accurate, current, secure, and accessible to the authorized representative.
Delivery of the executed Agreement to the designated email address shall constitute delivery to the Enterprise Licensee.
By completing the digital execution process, the individual executing this Agreement represents and warrants that:
The Enterprise Licensee’s failure to open, download, retain, or otherwise access the executed PDF after delivery shall not invalidate the electronic execution of this Agreement, provided that the Platform has successfully completed the execution process and delivered the executed Agreement to the designated email address.
The Parties agree that electronic records, electronically stored copies, execution logs, digital signature records, and other electronically maintained documentation relating to this Agreement may be used as evidence of execution and acceptance to the fullest extent permitted by applicable law.
Where execution of this Agreement is a condition of GEM participation, the Enterprise Licensee shall not receive full GEM Campaign activation privileges until the electronic execution process has been successfully completed and any other applicable onboarding, verification, licensing, or payment requirements have been satisfied.
The Parties intend that the electronic execution of this Agreement shall have the same legal force and effect as a handwritten signature on a physically executed agreement, to the fullest extent permitted by applicable law.
The executed PDF generated at the time of execution shall identify or otherwise preserve the applicable version of the Agreement accepted by the Enterprise Licensee.
Any subsequent amendment, revision, or replacement of this Agreement shall not alter the terms of the previously executed version unless separately agreed to and executed in accordance with the applicable amendment procedures.