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For Entertainment Companies

INthe-Q™ Global Enterprise Markets
(GEM) Master Agreement

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.”

Article 1

Purpose and Nature of the GEM Platform

1.1 Purpose

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.

1.2 Platform Function

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.

1.3 Enterprise Licensing Model

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.

1.4 No Transfer of Platform Ownership

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.

Article 2

Guiding Principles of GEM

2.1 Verified Fan Participation

GEM is designed to measure participation through verified Reservation Campaigns conducted within the Private Membership Fan Alliance Network.

2.2 Enterprise Flexibility

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.

2.3 Market-Specific Planning

Each participating market is evaluated independently. Performance in one market does not automatically establish demand in another market.

2.4 Responsible Event Production

GEM is intended to provide Enterprise Licensees with additional market-specific information before significant venue and production commitments are made.

2.5 Artist Opportunity

GEM is designed to create additional opportunities for Artists by connecting verified fan participation with potential live performance opportunities.

2.6 Fan Participation

GEM recognizes the participating Fan as an active participant in the demand-validation process rather than merely a passive ticket purchaser.

2.7 Platform Integrity

The Parties acknowledge that preserving the integrity, credibility, transparency, security, and reputation of GEM is fundamental to the continued operation of the Platform.

Article 3

Definitions

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.

Article 4

Enterprise License

4.1 Grant of License

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.

4.2 Limited Purpose

The license granted herein is strictly limited to the creation, administration, promotion, and operation of approved GEM Show Campaigns.

4.3 No Sublicensing

The Enterprise Licensee may not sublicense, sell, transfer, lease, reproduce, distribute, or otherwise commercially exploit the GEM Platform except as expressly authorized in writing.

4.4 License Fee

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.

4.5 One Campaign Per Artist Per Calendar Year

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.

Article 5

Campaign Term and 90-Day Reservation Period

5.1 Campaign Duration

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.

5.2 Purpose of Ninety-Day Period

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.

5.3 No Automatic Extension

A Campaign shall not automatically extend beyond ninety (90) days.

Any extension must be approved by Rebel Boom Live in writing.

5.4 Campaign Expiration

Upon expiration of the applicable ninety-day period, the Reservation Campaign shall close in accordance with the applicable Campaign Rules.

Article 6

Multi-City Campaign Structure

6.1 Up to One Hundred Markets

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.

6.2 Independent Market Evaluation

Each city or geographic market shall constitute an independent Campaign market for purposes of Reservation measurement and Activation Threshold determination.

6.3 Market Selection

The Enterprise Licensee shall select the markets in which it wishes to measure demand.

6.4 No Guarantee of Activation

Selection of a market does not guarantee that the market will produce sufficient demand to satisfy the applicable Activation Threshold.

6.5 Market Failure

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.

Article 7

Reservation Capacity Options

7.1 Reservation Capacity

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:

  • 2,000 Reservations
  • 5,000 Reservations
  • 10,000 Reservations
  • 20,000 Reservations
  • 40,000 Reservations
  • 60,000 Reservations

7.2 Maximum Capacity

A Campaign may not exceed the maximum Reservation capacity authorized by the GEM Platform.

7.3 Capacity Selection

The Enterprise Licensee shall select the Reservation capacity for each Campaign market before the Reservation Campaign begins.

7.4 Capacity Integrity

The Enterprise Licensee may not intentionally establish an artificial Reservation capacity for the purpose of manipulating demand data or Campaign results.

Article 8

Activation Thresholds

8.1 Enterprise Selection

The Enterprise Licensee shall select the applicable Activation Threshold for each market before the Reservation Campaign begins.

8.2 Market-Specific Threshold

The Activation Threshold shall represent the minimum qualifying ticket purchases required for the applicable market to become an Activated Show.

8.3 Illustrative Threshold Structure

Available Campaign configurations may include, depending upon Platform authorization:

  • 350 minimum / up to 1,000
  • 2,500 minimum / up to 3,000
  • 7,500 minimum / up to 20,000
  • 15,000 minimum / up to 40,000
  • 25,000 minimum / up to 60,000

The final available configuration shall be determined by the GEM Platform and the applicable Campaign.

8.4 Binding Selection

Once selected and approved, the applicable Activation Threshold shall constitute a material Campaign condition.

8.5 Activation

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.

Article 9

Buy Window™

9.1 Buy Window Duration

For GEM Campaigns, the standard Buy Window™ shall remain open for up to thirty (30) calendar days unless otherwise specified in the applicable Campaign.

9.2 Purpose

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.

9.3 First-Come, First-Served

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.

9.4 No Public Ticketing Requirement

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.

9.5 Buy Window Completion

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.

Article 10

Ticket Pricing and Average Base Ticket Price™

10.1 Average Base Ticket Price™

Each GEM Campaign shall be structured around an agreed Average Base Ticket Price™ rather than a single uniform ticket price.

10.2 Multi-Tier Seating

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

10.3 Pricing Flexibility

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.

10.4 Average Benchmark

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.

10.5 No Uniform Pricing Requirement

Nothing requires all seats in an Activated Show to have identical ticket prices.

10.6 No Retail Pricing Control

Rebel Boom Live does not establish or control the final retail price of individual tickets unless expressly agreed in a separate written arrangement.

10.7 Fees and Taxes

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.

10.8 Reservation Credit™

Any applicable Reservation Credit™ shall be applied in accordance with the applicable Campaign and Fan Terms.

Article 11

Ticketing Provider Neutrality

11.1 Independent Ticketing Companies

GEM is designed to remain independent of any particular ticketing provider.

11.2 Enterprise Selection

The Enterprise Licensee may utilize any properly licensed Ticketing Provider approved for the applicable jurisdiction and Campaign.

11.3 No Required Provider

Nothing in this Agreement requires the Enterprise Licensee to utilize Ticketmaster, AXS, See Tickets, Tixr, Eventbrite, or any other specific provider.

11.4 Independent 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.

11.5 Ticketing Provider Compliance

The Enterprise Licensee shall ensure that the selected Ticketing Provider is legally and operationally capable of supporting the applicable Campaign.

11.6 No Circumvention

The Enterprise Licensee shall not use a Ticketing Provider to circumvent GEM eligibility, Campaign restrictions, Fan verification, Reservation Holder access, or other Platform requirements.

Article 12

Private Membership Fan Alliance Network

12.1 Private Participation

GEM Campaigns are designed to operate as private Membership Fan Alliance Network events rather than conventional unrestricted public ticket sales.

12.2 Fan Participation

Eligible Members participate in Reservation Campaigns as verified participants in the demand-validation process.

12.3 Access

Ticket purchase opportunities during the Buy Window shall be provided in accordance with applicable Campaign Rules and eligibility requirements.

12.4 Anti-Scalping Objective

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.

12.5 No Guarantee of Elimination

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.

Article 13

Fan Reservation Revenue

13.1 Reservation Fee

The applicable Reservation Fee shall be established by Rebel Boom Live and the applicable Campaign.

13.2 Artist Participation

Unless otherwise provided in the applicable Artist Participation Agreement, fifty percent (50%) of qualifying Reservation Revenue shall be allocated to the participating Artist.

13.3 Enterprise Participation

The remaining Reservation Revenue shall be allocated in accordance with the applicable GEM commercial and financial structure.

13.4 Reservation Revenue and Ticket Revenue Distinguished

Reservation Revenue and ticket sale revenue are separate categories of revenue and shall not be treated as interchangeable.

13.5 Artist Entitlement

Reservation Revenue allocated to the Artist shall not automatically constitute an advance against an Artist Guarantee unless expressly agreed in writing.

Article 14

Artist Compensation

14.1 Artist Guarantee

Artist compensation for each Activated Show shall be separately negotiated between the Enterprise Licensee and the Artist or the Artist’s authorized representative.

14.2 Market-Specific Compensation

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.

14.3 No Guaranteed Compensation Formula

GEM does not impose a mandatory Artist Guarantee formula.

14.4 All-Inclusive Compensation

Artist compensation may be structured as an All-Inclusive Compensation Package incorporating, without limitation:

  • Artist Guarantee
  • airfare
  • accommodations
  • ground transportation
  • per diem
  • freight
  • production support
  • other negotiated expenses or compensation.
Article 15

Enterprise Ticket Revenue

15.1 Ticket Revenue

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.

15.2 Independent Ticketing Funds

Ticket funds may be collected, held, processed, and distributed by an independent Ticketing Provider or other authorized payment or settlement entity.

15.3 No Assumption of Ticket Funds

Rebel Boom Live shall not be deemed to hold or control ticket sale funds merely because it licenses or operates the GEM Platform.

15.4 Licensing Fee

The Enterprise Licensee shall remain responsible for payment of the applicable Per Show Licensing Fee regardless of the Ticketing Provider utilized.

Article 16

Per Show Licensing Fee

16.1 Licensing Fee

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.

16.2 Calculation

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™.

16.3 Separate Obligation

The Per Show Licensing Fee is separate from the Enterprise License Fee, Reservation Revenue, Artist compensation, venue expenses, and Ticketing Provider charges.

16.4 Payment

The Enterprise Licensee shall ensure that all applicable licensing fees are timely paid in accordance with the applicable Campaign settlement procedures.

Article 17

Enterprise Financial Responsibility

17.1 Production Responsibility

The Enterprise Licensee is solely responsible for financing and producing each Activated Show.

17.2 Financial Capacity

The Enterprise Licensee represents that it possesses or shall obtain sufficient financial resources to satisfy its obligations.

17.3 Costs

Enterprise obligations may include:

  • venue rental
  • venue deposits
  • Artist compensation
  • travel
  • accommodations
  • transportation
  • production
  • staffing
  • insurance
  • security
  • permits
  • marketing
  • taxes
  • Ticketing Provider charges
  • other event expenses.

17.4 No Transfer of Production Risk

GEM does not transfer the financial responsibility for an Activated Show from the Enterprise Licensee to Rebel Boom Live.

Article 18

Activated Show Obligation

18.1 Binding Obligation

Once a Campaign market reaches its selected Activation Threshold, the Enterprise Licensee is obligated to produce the Activated Show.

18.2 Venue Booking

The Enterprise Licensee shall proceed with venue selection and booking within the applicable production timeline.

18.3 Production Schedule

The Enterprise Licensee shall establish a commercially reasonable production schedule and perform all obligations necessary to conduct the Activated Show.

18.4 Failure to Perform

Failure to produce an Activated Show without lawful justification shall constitute an Enterprise Operational Default.

Article 19

Enterprise Default and Campaign Continuity

19.1 Material Default

An Enterprise Operational Default may occur if the Enterprise Licensee:

  • refuses to produce an Activated Show;
  • abandons an Activated Show;
  • fails to provide required funding;
  • materially breaches this Agreement;
  • intentionally misrepresents Campaign results;
  • engages in fraudulent or deceptive conduct;
  • attempts to retain Campaign benefits while refusing corresponding obligations;
  • or otherwise materially interferes with the integrity or operation of GEM.

19.2 Notice and Cure

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.

19.3 License Suspension

Upon an uncured material default, Rebel Boom Live may suspend or terminate the Enterprise License.

19.4 Campaign Continuity

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:

  • coordinating with the Artist;
  • communicating with applicable Ticketing Providers;
  • coordinating with venues;
  • seeking replacement promoters or Entertainment Companies;
  • assigning or transferring applicable production rights;
  • licensing successful markets to another qualified promoter;
  • or directly facilitating production through JCLV Enterprises LLC, Rebel Boom Live, or an authorized successor or partner.

19.5 Artist Continuity

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.

19.6 No Automatic Forfeiture of Third-Party Funds

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.

19.7 Preservation of Fan Interests

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.

Article 20

Unsuccessful Markets

20.1 Failure to Reach Threshold

A market that does not satisfy its applicable Activation Threshold during the Buy Window shall not become an Activated Show.

20.2 No Production Obligation

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.

20.3 Campaign Data

The results of unsuccessful markets may remain part of the Campaign data and analytics available to the Enterprise Licensee and Rebel Boom Live.

20.4 No Manipulation

The Enterprise Licensee shall not intentionally select or manipulate Campaign markets for the purpose of generating misleading results.

Article 21

Campaign Integrity and Good-Faith Participation

21.1 Legitimate Purpose

The Enterprise Licensee shall initiate each Campaign in good faith and with a genuine intention to evaluate demand and produce successful Activated Shows.

21.2 Prohibited Conduct

The Enterprise Licensee shall not use GEM to:

  • collect Reservation Revenue without genuine production intent;
  • create sham Campaigns;
  • manipulate Reservation numbers;
  • generate artificial demand;
  • create fraudulent Fan accounts;
  • misrepresent Artist information;
  • mislead Fans regarding event activation;
  • intentionally select markets it has no reasonable intention of servicing;
  • or otherwise exploit the Platform.

21.3 One-Campaign Limitation

The one-campaign-per-Artist-per-year limitation is intended to discourage repeated speculative Campaign activity and preserve the integrity of market data.

Article 22

Community Social Media Platform

22.1 Platform Feature

The GEM Platform may provide participating Artists, Enterprise Licensees, and authorized Members with access to the INthe-Q™ Community Social Media Platform.

22.2 Separate Agreement

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.

22.3 Incorporation by Reference

The Community Social Media Agreement is incorporated into this Agreement by reference to the extent applicable to the Enterprise Licensee.

22.4 Prohibited Social Activity

The Enterprise Licensee shall not use the Community Social Media Platform to:

  • manipulate Reservation participation;
  • create fraudulent or artificial Fan accounts;
  • generate artificial Campaign activity;
  • distribute deceptive information;
  • interfere with another Campaign;
  • circumvent verification procedures;
  • extract or commercially exploit Member information without authorization;
  • or otherwise interfere with Platform integrity.

22.5 No Ownership Transfer

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.

22.6 Conflict

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.

Article 23

Platform Data and Analytics

23.1 Proprietary Data

Platform-generated Campaign data, analytics, methodologies, algorithms, workflows, and aggregated information shall remain the property of JCLV Enterprises LLC unless otherwise agreed in writing.

23.2 Enterprise Access

The Enterprise Licensee shall receive access to information reasonably necessary to administer and evaluate its authorized Campaigns.

23.3 No Commercial Exploitation

The Enterprise Licensee shall not sell, license, publish, redistribute, or commercially exploit proprietary Platform analytics outside the scope of its authorized GEM use.

23.4 No Guarantee

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.

Article 24

Enterprise Representations and Warranties

The Enterprise Licensee represents and warrants that:

  • (a) it is legally organized and authorized to conduct business;
  • (b) it possesses authority to enter into this Agreement;
  • (c) it possesses or will obtain all licenses and permits required for its activities;
  • (d) it will provide accurate information;
  • (e) it will operate in good faith;
  • (f) it will comply with applicable law;
  • (g) it will not use the Platform for fraudulent or deceptive purposes;
  • (h) it will maintain adequate financial resources to fulfill its obligations; and
  • (i) it will comply with all applicable Artist, Fan, Campaign, ticketing, venue, and Platform requirements.
Article 25

Enterprise Compliance

The Enterprise Licensee shall be solely responsible for compliance with all laws and regulations applicable to its activities, including:

  • entertainment and event laws;
  • ticketing laws;
  • consumer protection laws;
  • advertising laws;
  • privacy and data-protection laws;
  • tax laws;
  • employment and labor laws;
  • venue requirements;
  • licensing requirements;
  • insurance requirements;
  • accessibility requirements;
  • anti-fraud requirements;
  • and applicable international laws.

GEM does not constitute legal, tax, accounting, securities, insurance, or regulatory advice.

Article 26

Intellectual Property

26.1 Ownership

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.

26.2 Protected Assets

Protected assets include, without limitation:

  • trademarks;
  • service marks;
  • patents;
  • patent applications;
  • copyrights;
  • software;
  • databases;
  • trade secrets;
  • proprietary methodologies;
  • workflows;
  • Campaign architecture;
  • Platform interfaces;
  • branding;
  • documentation;
  • and proprietary terminology.

26.3 No Implied Rights

No rights are granted except those expressly stated in this Agreement.

Article 27

Confidentiality

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.

Article 28

Privacy and Data Protection

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.

Article 29

Taxes

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.

Article 30

Insurance

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.

Article 31

Independent Contractor

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.

Article 32

No Promoter Status for Rebel Boom Live

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.

Article 33

Assignment

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.

Article 34

Suspension and Revocation of License

Rebel Boom Live may suspend or revoke the Enterprise License upon:

  • material breach;
  • fraud;
  • misuse of the Platform;
  • violation of intellectual property rights;
  • failure to produce Activated Shows;
  • failure to pay required fees;
  • violation of confidentiality;
  • regulatory concerns;
  • or conduct reasonably likely to damage Platform integrity.

Suspension or termination shall not eliminate accrued obligations.

Article 35

Limitation of Liability

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.

Article 36

Indemnification

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:

  • (a) Enterprise operations;
  • (b) production of Activated Shows;
  • (c) breach of this Agreement;
  • (d) violation of applicable law;
  • (e) negligence or misconduct;
  • (f) claims involving venues;
  • (g) claims involving Artists;
  • (h) claims involving Fans;
  • (i) claims involving Ticketing Providers; or
  • (j) unauthorized use of the Platform.
Article 37

Force Majeure

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.

Article 38

Term and Termination

38.1 Term

This Agreement shall become effective upon execution and remain effective until terminated pursuant to its terms.

38.2 Termination for Convenience

Termination rights, if any, shall be governed by the applicable licensing schedule or written Campaign agreement.

38.3 Termination for Cause

Either Party may terminate for material breach that remains uncured following applicable notice and cure procedures.

38.4 Survival

The following shall survive termination:

  • confidentiality;
  • intellectual property;
  • indemnification;
  • accrued payment obligations;
  • dispute resolution;
  • data ownership;
  • Campaign Continuity obligations;
  • and any provision intended by its nature to survive termination.
Article 39

GEM Campaign Records and Audit Rights

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.

Article 40

Notices

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.

Article 41

Governing Law

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.

Article 42

Arbitration and Dispute Resolution

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.

Article 43

Electronic Execution

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.

Article 44

Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Article 45

No Waiver

Failure by either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.

Article 46

Entire Agreement and Incorporated Platform Agreements

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:

  • This Master GEM Agreement;
  • applicable GEM Campaign-specific terms;
  • applicable Enterprise licensing schedules;
  • applicable Platform Agreements;
  • general Platform Rules.

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.

Article 47

Amendments

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.

Article 48

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

Article 49

Acknowledgment

By executing this Agreement, the Enterprise Licensee acknowledges that it:

  • (a) has read and understood this Agreement;
  • (b) has had the opportunity to obtain independent legal advice;
  • (c) understands that GEM represents a proprietary enterprise licensing system;
  • (d) understands its financial and production obligations;
  • (e) understands that successful Campaign activation creates binding production obligations;
  • (f) understands that Campaign markets are independently evaluated;
  • (g) agrees to comply with all applicable Platform Agreements;
  • (h) agrees to protect the integrity of the GEM Platform;
  • (i) agrees to comply with applicable laws and regulations; and
  • (j) voluntarily enters into this Agreement.
Article 50

Digital Execution, Electronic Signature and Delivery

50.1 Digital Execution

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.

50.2 Authorized GEM Representative

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.

50.3 Electronic Signature

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.

50.4 Execution Record

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:

  • (a) Enterprise Licensee legal name;
  • (b) Authorized GEM Representative name;
  • (c) Authorized GEM Representative title;
  • (d) designated email address;
  • (e) date and time of execution;
  • (f) electronic signature;
  • (g) applicable Campaign or registration identification information; and
  • (h) other technical or authentication information maintained by the Platform for purposes of documenting execution.

50.5 Delivery of Executed Agreement

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.

50.6 Company Record

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.

50.7 Email Address Responsibility

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.

50.8 Authority and Authentication

By completing the digital execution process, the individual executing this Agreement represents and warrants that:

  • (a) they are the individual identified during the execution process;
  • (b) they are authorized to execute this Agreement on behalf of the Enterprise Licensee;
  • (c) the information provided during registration is accurate and complete;
  • (d) the electronic signature is intentionally applied for the purpose of legally executing this Agreement; and
  • (e) the Enterprise Licensee agrees to be bound by the terms and conditions contained herein.

50.9 No Revocation by Email Delivery

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.

50.10 Electronic Records

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.

50.11 Platform Activation

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.

50.12 Legal Effect

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.

50.13 Preservation of Agreement Version

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.

INthe-Q
(702) 278 1490