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Master Platform Agreement

INthe-Q™ Master
Platform Agreement

Terms of Use, Platform Governance & Operating Terms — owned and operated by JCLV Enterprises LLC dba Rebel Boom and Rebel Boom Live

Introduction

The INthe-Q™ Model

INthe-Q™ is a proprietary, patent-pending live entertainment demand validation and event activation platform designed to fundamentally change the traditional concert planning model. Traditional live entertainment has historically required Artists, promoters, venues and other participants to make substantial financial commitments before actual fan demand is fully verified. INthe-Q™ is designed to reverse that sequence.

Under the INthe-Q™ model:

  • The Artist brings the opportunity.
  • The Fans create the demand.
  • INthe-Q™ measures and verifies it.
  • The verified data informs ticket capacity.
  • Ticket capacity informs venue selection.
  • Verified demand data is provided to the Promoter to assist in creating the event budget.
  • The Artist Guarantee follows the demand analysis and budgeting process.
  • The Venue is then booked or not booked.
  • The Show ultimately becomes a GO or NO-GO.

INthe-Q™ therefore is not designed merely to sell more tickets.

It is designed to determine how many tickets should exist in the first place.

INthe-Q™ is built around verified fan demand, identity verification, Reservation Campaigns, demand intelligence, ticket-capacity determination, anti-scalping mechanics, private Fan Club™ participation, and data-driven event activation. Every INthe-Q™ Show is intended to be a Private Event for participating members of the INthe-Q™ Fan Alliance Network, known as The Fan Club™.

Article 1

Purpose and Scope of This Agreement

This INthe-Q™ Master Platform Agreement and Terms of Use (“Agreement”) governs access to and use of the INthe-Q™ Platform and establishes the fundamental ownership, operating, commercial, technical, financial, consumer, intellectual-property and governance principles applicable to the Platform. This Agreement applies to Users, Fans, Reservation Holders, Artists, Promoters, GEM participants, Venues, Strategic Venue Partners, ticketing partners, service providers and other persons or entities interacting with the INthe-Q™ Platform to the extent applicable to their participation.

This Master Agreement is incorporated by reference into applicable INthe-Q™ agreements, including:

The specific agreement governing a particular relationship shall control matters uniquely applicable to that relationship. No subordinate agreement may alter the ownership, intellectual property, fundamental operating model or governance of INthe-Q™ unless expressly authorized in writing by JCLV Enterprises LLC.

Article 2

Definitions

For purposes of this Agreement:

2.1 “INthe-Q™”
The proprietary, patent-pending live entertainment demand validation, Fan Alliance Network, Reservation Campaign, ticket-capacity determination and event activation platform owned and operated by JCLV Enterprises LLC.
2.2 “Platform”
The INthe-Q™ software, websites, databases, technology, applications, operating systems, procedures, intellectual property, services, community features and related infrastructure.
2.3 “Fan”
An eligible individual who participates in the INthe-Q™ Platform.
2.4 “Member”
A registered participant of the INthe-Q™ Platform.
2.5 “The Fan Club™”
The private membership community forming the Fan Alliance Network, consisting of eligible INthe-Q™ Members participating in Show Campaigns and related Platform activities.
2.6 “Fan Alliance Network”
The worldwide community of verified Fans participating in INthe-Q™.
2.7 “Artist”
An individual performer, musical act, band, entertainer or legally authorized representative participating in an INthe-Q™ Show Campaign.
2.8 “Show Campaign”
A proposed live entertainment campaign initiated by an eligible Artist for a specific Artist and specific market.
2.9 “Single Show / Single Market Campaign”
A Show Campaign initiated by an Artist for one Show in one designated geographic market.
2.10 “GEM”
The INthe-Q™ Global Entertainment Market participation structure through which an approved entertainment company may represent an Artist in multiple geographic markets pursuant to a separate GEM Agreement.
2.11 “Reservation”
The Fan’s purchase of one Reservation Allocation for one specific Show Campaign.
2.12 “Reservation Allocation Fee”
The full US $9.99 fee associated with one Reservation for one Show Campaign.
2.13 “AID Allocation”
The Artist portion of the Reservation Allocation Fee designated as Artist Incentive Dollars (“AID”). The AID Allocation exists to incentivize and support Artist participation in the INthe-Q™ Platform.
2.14 “Platform Allocation”
The portion of the Reservation Allocation Fee allocated to JCLV Enterprises LLC for Platform operation, administration, technology, maintenance, development and related Platform services.
2.15 “Reservation Holder”
A Fan who has successfully completed a Reservation transaction.
2.16 “Verified Fan Demand”
The verified demand demonstrated through valid Reservations and related identity and participation verification mechanisms established by INthe-Q™.
2.17 “Ticket Capacity”
The number of tickets determined to be appropriate for an Activated Show based upon verified demand, applicable conversion data, operational requirements and other relevant factors.
2.18 “Priority Access™”
The exclusive opportunity provided to eligible Reservation Holders to purchase available tickets during the designated Buy Window before remaining inventory may become available through authorized secondary sales channels established by INthe-Q™.
2.19 “Buy Window”
The designated ticket-purchase period, generally seventy-two (72) consecutive hours, during which eligible Reservation Holders may purchase tickets.
2.20 “VIPP™”
Verified In-Person Purchase, meaning an authorized purchase opportunity made available to eligible Members through an authorized venue box office or other approved in-person process following expiration of the applicable Priority Access™ period.
2.21 “Activated Show”
A Show Campaign that has satisfied the applicable Platform activation requirements and has been approved to proceed toward live-event production.
2.22 “Private Event”
An INthe-Q™ event presented exclusively for eligible members of the applicable INthe-Q™ Fan Club™, subject to the applicable ticketing and venue requirements.
2.23 “Reservation Code”
The unique identification number or code associated with a Reservation.
2.24 “Government-Issued Identification”
A valid government-supported identification document used where legally permissible and operationally necessary to verify the identity of a Reservation Holder.
Article 3

Fundamental Purpose of INthe-Q™

INthe-Q™ is a Fan Demand and Fan Verification Model.

  • It is not designed as a conventional ticket presale system.
  • It is not designed as an investment platform.
  • It is not designed as a securities offering.
  • It is not designed as an equity participation program.
  • It is not designed as a profit-sharing program.

Its purpose is to allow Fans to demonstrate verified demand for an Artist and proposed Show Campaign before substantial event commitments are made. The Platform is designed to provide Artists, Promoters and other authorized entertainment participants with meaningful demand information before committing substantial resources to venue capacity, production and Artist guarantees.

Article 4

Private Event / Fan Alliance Network Model

Every INthe-Q™ Show is intended to operate as a Private Event.

A Fan who completes a Reservation becomes part of the applicable INthe-Q™ Fan Club™ for that Show Campaign.

The private nature of the event does not depend upon venue size.

An INthe-Q™ Private Event may take place in a theatre, club, arena, stadium, resort, casino or other appropriate venue.

The number of seats does not determine whether the event is private.

Membership in the applicable Fan Club™ determines the eligible audience community.

The INthe-Q™ model therefore recognizes that a 60,000-seat concert may still be a private concert for the participating Artist’s INthe-Q™ Fan Club™.

Article 5

Show Campaign Creation

An eligible Artist may create:

One (1) Show Campaign in One (1) Market.

An Artist wishing to establish Show Campaigns in multiple markets must participate through an approved entertainment company operating through the INthe-Q™ GEM structure.

Approved entertainment companies may include:

  • Artist management companies;
  • talent agencies;
  • concert promoters;
  • entertainment companies;
  • booking organizations;
  • or other entities approved by JCLV Enterprises LLC.

The applicable GEM Agreement shall govern multi-market participation. No Artist shall use multiple individual accounts, aliases, representatives or other methods to circumvent the single-Artist/single-market limitation.

Article 6

The INthe-Q™ Demand Workflow

The INthe-Q™ workflow is fundamentally different from the traditional concert planning sequence.

INthe-Q™ Workflow

  • Artist Show Campaign starts
  • Fan Reservations begin
  • Verified Fan Demand concludes
  • Ticket Capacity determined
  • Appropriate Venue identified
  • Promoter receives verified demand data and creates budget
  • Artist Guarantee / compensation determined
  • Venue booked / not booked
  • Show: GO / NO-GO

The Platform is designed so that Artist financial commitments and event production commitments may occur after demand intelligence has been established rather than before. This sequence is one of the fundamental distinguishing characteristics of INthe-Q™.

Article 7

Reservation Campaigns

A Reservation Campaign is the demand-validation period for a proposed Show Campaign.

A Reservation does not constitute:

  • a ticket purchase;
  • admission;
  • a guaranteed event;
  • a guaranteed venue;
  • a guaranteed date;
  • or a guaranteed performance.

The purpose of a Reservation is to demonstrate verified Fan demand and establish participation within the applicable Fan Club™.

A Reservation may be subject to:

  • identity verification;
  • fraud prevention;
  • payment verification;
  • geographic restrictions;
  • eligibility requirements;
  • Platform rules;
  • and applicable law.
Article 8

Reservation Allocation Fee

The standard Reservation Allocation Fee is US $9.99 per Reservation per Show Campaign.

The Reservation Allocation Fee applies worldwide.

Each Reservation is associated with one specific Show Campaign.

The US $9.99 Reservation Allocation Fee applies whether the Fan participates in:

  • a Single Show / Single Market Campaign;
  • a Las Vegas Show Campaign;
  • an alternative Single Show Market;
  • or a GEM Show Campaign.

There is no worldwide membership fee that eliminates the Reservation Allocation Fee for subsequent Show Campaigns. Each additional Reservation for each additional Show Campaign is subject to the applicable US $9.99 Reservation Allocation Fee.

Article 9

Checkout and Payment Processing

The standard checkout transaction consists of the US $9.99 Reservation Allocation Fee plus applicable payment processing charges disclosed at checkout.

Where the Platform’s checkout displays a total of US $10.29, the additional US $0.30 represents the payment processing amount charged to the Fan as disclosed during checkout.

Stripe or another authorized payment processor may calculate its applicable processing charge based upon the transaction amount and applicable processor terms.

The parties acknowledge that payment processor calculations, rounding and processor pricing may result in a final allocation that is approximately:

Reservation Allocation Fee US $9.99
Payment processing charged at checkout US $0.30
Total checkout amount US $10.29
Platform Allocation (approximate) US $4.85
Artist AID Allocation (approximate) US $4.84

The exact processor calculation and final allocation may vary by transaction due to applicable processing charges, rounding, currency conversion, taxes or other legally required deductions.

Article 10

Reservation Allocation Fee / 50-50 Allocation

The Reservation Allocation Fee is allocated between the Platform and participating Artist.

The fundamental allocation is:

  • 50% Platform Allocation; and
  • 50% Artist AID Allocation.

The AID Allocation means only the Artist’s share. The Reservation Allocation Fee means the entire US $9.99 amount allocated between the Artist and Platform. The Artist Allocation is not a ticket purchase and does not represent ownership, investment or a financial return to the Fan.

Article 11

AID — Artist Incentive Dollars

The Artist portion of the Reservation Allocation Fee shall be referred to as AID™ — Artist Incentive Dollars.

The sole purpose of the AID Allocation is to incentivize Artist participation in the INthe-Q™ Platform and provide Artist Financial Support generated through verified Fan participation.

AID is not:

  • an investment;
  • a securities interest;
  • a royalty;
  • a dividend;
  • interest;
  • equity;
  • ownership;
  • profit participation;
  • revenue sharing;
  • or a promise of financial return to the Fan.

AID belongs to the Artist once properly allocated through the applicable payment system and subject to the Artist’s separate contractual obligations.

Article 12

Artist Funds / Stripe Express Connect

The Artist must establish and maintain an approved Stripe Express Connect account or successor payment account designated by the Platform in order to receive the Artist AID Allocation.

JCLV Enterprises LLC, Rebel Boom, Rebel Boom Live, their officers, employees, associates, affiliates, contractors and staff:

  • do not take possession of the Artist AID Allocation;
  • do not hold the Artist AID Allocation;
  • do not maintain custody of the Artist AID Allocation;
  • do not control the Artist’s Stripe account;
  • do not determine the Artist’s distribution of the Artist AID Allocation;
  • and do not independently distribute Artist AID funds.

Where Stripe Connect is used, Stripe controls the payment processing and deposits eligible Artist funds directly into the Artist’s designated Stripe account pursuant to Stripe’s applicable terms. JCLV Enterprises LLC provides the Platform and payment-processing architecture through which the transaction is initiated. The Artist is responsible for maintaining its Stripe account and satisfying all applicable Stripe verification and compliance requirements.

Article 13

Fan Has No Control Over AID or Platform Allocation

By submitting a Reservation, the Fan acknowledges that the Fan does not acquire any right to:

  • direct the Artist’s use of AID;
  • dictate how the Platform uses its allocation;
  • demand a particular Artist expenditure;
  • demand a refund based upon disagreement with Artist spending;
  • or impose restrictions upon either allocation.

The Fan’s Reservation represents participation in the INthe-Q™ demand-validation system and not a contractual instruction concerning use of allocated funds.

Article 14

Non-Refundable Reservation

The Reservation Allocation Fee is:

  • non-refundable;
  • non-transferable;
  • not redeemable for cash;
  • not a ticket;
  • not admission;
  • not a deposit;
  • not an escrow payment;
  • and not an investment.

Once a Reservation has been successfully submitted and accepted, the Fan has secured one Reservation Spot for the applicable Show Campaign, subject to Platform verification and applicable law.

Article 15

No Investment / No Security / No Financial Instrument

The Reservation Allocation Fee is not intended to constitute and shall not be interpreted as:

  • a security;
  • stock;
  • equity;
  • ownership interest;
  • investment contract;
  • partnership interest;
  • joint venture interest;
  • dividend;
  • interest-bearing instrument;
  • bond;
  • note;
  • royalty;
  • profit-sharing arrangement;
  • revenue-sharing arrangement;
  • appreciation right;
  • derivative;
  • cryptocurrency;
  • tokenized financial asset;
  • or any other financial instrument.

The Fan does not acquire any expectation of profit or financial return from the payment of a Reservation Allocation Fee. The Reservation Allocation Fee purchases participation rights and Platform services expressly described in this Agreement.

Nothing in the INthe-Q™ Platform creates an ownership or financial interest in:

  • JCLV Enterprises LLC;
  • Rebel Boom;
  • Rebel Boom Live;
  • INthe-Q™;
  • the participating Artist;
  • any Venue;
  • any Promoter;
  • or any affiliated company.
Article 16

Fan Community Social Media Features

Upon the Fan’s successful completion of the Fan’s first Reservation for any INthe-Q™ Show Campaign, the Fan’s INthe-Q™ Community Social Media Features shall become activated.

The Community Social Media Features may include, subject to Platform functionality:

  • a personal Fan profile;
  • social sharing;
  • Artist-related content;
  • photographs;
  • videos;
  • social-media links;
  • community participation;
  • invitations;
  • Fan-to-Fan interaction;
  • and other community features developed by INthe-Q™.

Once activated, the Fan’s Community Social Media Features shall remain available for the lifetime of the INthe-Q™ Platform, subject to the Fan’s continued compliance with applicable Platform terms. No additional Reservation payment is required to maintain access to these Community Social Media Features. However, activation of Community Social Media Features does not eliminate the Reservation Allocation Fee for future Show Campaigns. Every subsequent Reservation remains subject to the applicable US $9.99 Reservation Allocation Fee per Show Campaign, regardless of geographic market or whether the Show Campaign is operated through a Single Show / Single Market structure or GEM.

Article 17

Anti-Scalping and Non-Transferable Mechanics

INthe-Q™ was specifically designed to combat ticket scalping and unauthorized ticket resale.

Each Reservation shall be assigned a unique Reservation Code.

Where legally permissible and operationally required, the Reservation Code may be associated with:

  • the Member’s verified email address;
  • the Member’s legal name;
  • government-issued identification information;
  • and other verification information.

The applicable authorized ticketing provider may receive verification information necessary to confirm the identity of the Reservation Holder. A ticket may be issued only when the required identifying information reasonably corresponds with the ticketing provider’s Priority Access™ verification data. The Member Reservation Code is non-transferable. A Member may not sell, assign, transfer, trade or otherwise convey the Member’s Reservation rights to another person unless expressly authorized by INthe-Q™.

Article 18

One Member / One Ticket Mechanic

INthe-Q™’s anti-scalping structure is designed around:

One Member → One Reservation → One Ticket

A Member is generally permitted to purchase one ticket associated with that Member’s Reservation.

If a Member wishes to attend with:

  • a friend;
  • family member;
  • spouse;
  • partner;
  • or another person,

that additional person must independently become an eligible Fan Club™ Member and obtain their own Reservation using their own legal name and email address. A Member may use the same payment method to purchase a Reservation for an additional person, provided that each person maintains their own qualifying account and identity.

Article 19

Ticket Capacity

One of the fundamental purposes of INthe-Q™ is to determine ticket capacity based upon verified Fan demand.

INthe-Q™ is designed around the principle Venue Capacity → Ticket Capacity, and not simply Venue Capacity → Tickets Offered.

The Platform may use verified Reservation data, conversion data, geographic demand, operational requirements and other authorized data to determine the appropriate ticket capacity. The number of available tickets may therefore be materially different from the maximum capacity of the venue. Unused venue capacity shall not be interpreted as a Platform failure. The objective is to match ticket capacity more closely to verified demand.

Article 20

Promoter Demand Data

Following completion of applicable demand validation, authorized Promoters may receive verified demand information necessary to evaluate the Show Campaign and create an event budget.

Demand information may include:

  • geographic demand;
  • verified Reservation totals;
  • projected ticket capacity;
  • Reservation conversion data;
  • market intelligence;
  • demographic information;
  • and other aggregated or legally permissible information.

Promoters do not acquire ownership of INthe-Q™ data, technology or intellectual property.

Article 21

Show Activation

A Show Campaign may proceed toward activation only after satisfying the applicable requirements established by INthe-Q™.

Activation may depend upon:

  • verified Fan demand;
  • Reservation volume;
  • ticket conversion;
  • ticket capacity;
  • Promoter budget;
  • Artist availability;
  • Artist Guarantee;
  • venue availability;
  • production requirements;
  • insurance;
  • permits;
  • contractual requirements;
  • and operational feasibility.

A Show Campaign may be cancelled or designated NO-GO where verified demand is insufficient or where the financial or operational requirements of the Show cannot reasonably be satisfied.

Article 22

Show Activation Is Not Guaranteed

A Reservation does not guarantee:

  • a Show;
  • a venue;
  • a date;
  • a ticket;
  • a performance;
  • or admission.

The Fan acknowledges that demand validation exists specifically because an event may ultimately be determined not to be commercially or operationally viable.

Article 23

Platform Activation Threshold

The applicable Platform Activation Threshold may be established for each Show Campaign based upon the operating structure of that campaign. Where a campaign establishes a minimum ticket conversion threshold, the applicable requirement shall be disclosed through the applicable Show Campaign terms. Unless otherwise expressly stated, the historical INthe-Q™ activation framework has used a minimum of 350 confirmed ticket purchases as a baseline threshold for a qualifying Activated Show. JCLV Enterprises LLC may modify campaign-specific thresholds when operational, venue, market, legal or business circumstances reasonably require such modification.

Article 24

Priority Access™ / Buy Window

Eligible Reservation Holders shall receive Priority Access™ to available tickets following activation.

The Buy Window shall generally be 72 hours.

Unless otherwise expressly stated for the applicable Show Campaign, the Reservation Holder who fails to purchase during the applicable Buy Window may lose Priority Access™. Remaining ticket inventory may thereafter be offered through authorized VIPP™ or Box Office Stand-By Purchase procedures.

Article 25

VIPP™ and Box Office Stand-By

VIPP™ means Verified In-Person Purchase.

Following expiration of the Priority Access™ period, remaining ticket inventory may be made available through authorized in-person purchase procedures.

Unused inventory may also be released through a Box Office Stand-By Purchase process.

Availability is not guaranteed.

Article 26

Reserved Complimentary Ticket Allocation

To support customary entertainment-industry practices and facilitate successful presentation of Activated Events, Rebel Boom Live may establish a Reserved Complimentary Ticket Allocation consisting of Non-Revenue Complimentary Admissions for operational, promotional, hospitality and business-development purposes.

Unless otherwise determined by Rebel Boom Live, up to twenty-five (25) complimentary admissions may be removed from available ticket inventory before ticket sales commence.

Reserved Complimentary Admissions may be allocated among:

  • Rebel Boom Live;
  • the participating Artist;
  • the Venue;
  • sponsors;
  • media representatives;
  • production personnel;
  • promotional partners;
  • industry professionals;
  • invited guests;
  • charitable organizations;
  • strategic business partners;
  • and other persons approved by Rebel Boom Live.

The allocation among such parties shall be determined by Rebel Boom Live.

Participation in INthe-Q™ does not guarantee any party a minimum number of complimentary admissions unless expressly agreed in writing.

Unused complimentary admissions may:

  • be returned to ticket inventory;
  • be released through VIPP™;
  • be released through Box Office Stand-By Purchase;
  • be issued as additional complimentary admissions;
  • or otherwise be distributed as reasonably determined by Rebel Boom Live.

Reserved Complimentary Admissions:

  • do not constitute paid ticket sales;
  • do not count toward Platform Activation Thresholds;
  • do not count toward Artist Compensation Levels;
  • do not generate Artist AID;
  • do not generate Platform revenue;
  • and are not included in event settlement calculations unless expressly agreed otherwise.

All complimentary admissions remain subject to:

  • venue capacity;
  • fire and life-safety regulations;
  • applicable laws;
  • venue policies;
  • and production requirements.

Rebel Boom Live may increase, reduce or eliminate the Reserved Complimentary Ticket Allocation where operational, financial, safety, production, contractual or business considerations reasonably require such modification.

Article 27

No Crowdfunding / Demand Validation Model

INthe-Q™ is not structured as a crowdfunding campaign for the purpose of raising money to finance or activate a Show.

The purpose of the Reservation is to demonstrate verified Fan demand.

The Reservation Allocation Fee is associated with participation in the Platform, Reservation Campaign and Fan Alliance Network.

The AID Allocation is designed to incentivize Artist participation.

The Platform Allocation supports Platform operation.

The fact that Reservation participation produces an Artist allocation does not transform the Reservation into an investment, securities offering or crowdfunding investment.

Nothing in this Agreement prevents JCLV Enterprises LLC from owning, operating, developing, licensing or commercializing other businesses, products, services or intellectual property that may fall within legally recognized crowdfunding classifications. The legal classification of any separate business or service shall be determined by the terms governing that separate activity.

Article 28

No Donation / Contractual Character of Reservation

The Reservation Allocation Fee is not described as a charitable donation.

The Fan is paying a contractual Platform participation fee that provides the rights and services expressly described in the applicable INthe-Q™ agreements.

The Fan receives value through participation in:

  • the Reservation Campaign;
  • The Fan Club™;
  • verified demand participation;
  • potential Priority Access™;
  • Community Social Media Features following the first Reservation;
  • and other Platform benefits expressly provided.

The Artist AID Allocation is a contractual component of the Platform’s commercial operating model and is not a charitable donation by the Fan. Nothing in this Article prevents the Platform from separately supporting charitable organizations through programs expressly established for charitable purposes.

Article 29

Reservation Cancellation by the Platform

The Platform does not possess an unrestricted right to arbitrarily cancel a valid Reservation without cause.

A Reservation may be cancelled, suspended or invalidated where there is a clear and compelling legitimate reason, including:

  • fraud;
  • identity misrepresentation;
  • payment fraud;
  • duplicate or manipulated Reservations;
  • abuse of Platform systems;
  • violation of Platform rules;
  • unlawful conduct;
  • cybersecurity threats;
  • chargeback abuse;
  • violation of anti-scalping requirements;
  • or circumstances required by applicable law.

Any such action shall be administered consistent with applicable consumer-protection laws and without unlawful discrimination or prejudice.

Article 30

User Information and Verified Identity

INthe-Q™ may require Users to provide information necessary to:

  • establish identity;
  • prevent fraud;
  • prevent scalping;
  • verify Reservations;
  • determine market demand;
  • process payments;
  • provide Platform services;
  • comply with legal requirements;
  • and operate ticketing procedures.

Information may include:

  • legal name;
  • email address;
  • geographic location;
  • payment information;
  • government-issued identification information where legally permissible;
  • and other information necessary for Platform operation.
Article 31

Data and Demand Intelligence

INthe-Q™ may create aggregated, anonymized and statistical information from Platform participation.

Such information may be used to:

  • measure Fan demand;
  • analyze geographic markets;
  • determine ticket capacity;
  • assist Promoters;
  • assist Artists;
  • assist Venues;
  • improve Platform functionality;
  • develop market intelligence;
  • and support future INthe-Q™ services.

JCLV Enterprises LLC retains ownership of Platform-generated aggregated and proprietary demand intelligence to the maximum extent permitted by law. Personally identifiable information shall be handled according to applicable privacy laws and the INthe-Q™ Privacy Policy.

Article 32

Community Social Media

The INthe-Q™ Community Social Media Club is a Platform feature designed to connect Fans with Artists and other participating members.

Community features may permit Members to:

  • create profiles;
  • upload permitted photographs and videos;
  • share content;
  • connect with other Fans;
  • promote Artist-related content;
  • share invitations;
  • interact with community members;
  • and access additional Platform features.

Members shall not use Community Social Media Features for:

  • harassment;
  • fraud;
  • impersonation;
  • illegal activity;
  • unauthorized commercial solicitation;
  • malware;
  • infringement;
  • or conduct prohibited by Platform rules.

JCLV Enterprises LLC may moderate, remove or restrict content that violates Platform requirements. See the Community Social Media Agreement for the governing terms.

Article 33

Artist Participation

Artists must execute the applicable Artist Participation Agreement.

The Artist Participation Agreement governs:

  • Artist obligations;
  • performance requirements;
  • Artist compensation;
  • production requirements;
  • scheduling;
  • travel;
  • marketing;
  • tax responsibilities;
  • and other Artist-specific matters.

Artist participation does not create:

  • employment;
  • partnership;
  • joint venture;
  • fiduciary relationship;
  • agency;
  • or ownership.
Article 34

Artist Compensation

Artist compensation for an Activated Show is separate from AID.

AID is generated through the Reservation Allocation Fee.

Artist performance compensation is established through the applicable Artist Participation Agreement and may include:

  • guarantees;
  • bonuses;
  • performance compensation;
  • expenses;
  • travel;
  • accommodation;
  • or other agreed compensation.

The INthe-Q™ model is designed so that substantial Artist Guarantee commitments may be evaluated after verified Fan demand and event-budget analysis rather than solely before demand is established.

Article 35

Event Funding and Ticket Funds

Ticket transactions are separate from Reservation transactions.

Ticket funds may be processed by:

  • authorized ticketing companies;
  • venues;
  • payment processors;
  • box offices;
  • or other authorized ticketing partners.

JCLV Enterprises LLC shall not be deemed a custodian, escrow agent, financial institution or holder of ticket funds merely because the INthe-Q™ Platform facilitates the ticketing process. Unless expressly agreed otherwise in writing, ticket proceeds shall be controlled and settled according to the applicable ticketing, venue and event agreements.

Article 36

Platform Payment Separation

Reservation payments and ticket payments are separate transactions. The Reservation Allocation Fee does not constitute a ticket deposit. Ticket purchases occur only through the applicable authorized ticketing process. Nothing in the Reservation transaction creates a trust, escrow or fiduciary relationship between the Fan and the Platform.

Article 37

Venue Selection

Venue selection occurs after verified demand and capacity analysis to the extent reasonably practicable.

Venue selection may consider:

  • ticket capacity;
  • geography;
  • demand;
  • Artist requirements;
  • venue availability;
  • production;
  • safety;
  • economics;
  • Promoter budget;
  • and other relevant considerations.

No Fan acquires a contractual right to demand a specific venue.

Article 38

Promoter Participation

Promoters participating in INthe-Q™ may receive authorized demand intelligence necessary to evaluate and budget a Show.

The Promoter remains responsible for its own:

  • budgets;
  • contracts;
  • financial commitments;
  • operational decisions;
  • venue agreements;
  • Artist agreements;
  • production requirements;
  • and business decisions.

INthe-Q™ provides demand intelligence. It does not guarantee the financial success of a Show.

Article 39

Reserved Capacity and Venue Capacity

A Venue’s maximum physical capacity shall not automatically determine the number of tickets offered through INthe-Q™. The Platform may intentionally offer fewer tickets than the venue’s maximum capacity. The objective is to align ticket capacity more closely with verified demand. This mechanism is a fundamental component of the INthe-Q™ operating model.

Article 40

Platform Ownership

All rights in and to INthe-Q™ belong exclusively to JCLV Enterprises LLC or its authorized licensors.

This includes:

  • INthe-Q™;
  • trademarks;
  • service marks;
  • logos;
  • software;
  • source code;
  • platform architecture;
  • databases;
  • workflows;
  • algorithms;
  • demand-validation methods;
  • Reservation Campaign systems;
  • Fan Alliance Network systems;
  • anti-scalping systems;
  • Community Social Media technology;
  • documentation;
  • proprietary processes;
  • business methods;
  • data structures;
  • trade secrets;
  • and related intellectual property.

No User, Artist, Promoter, Venue, GEM participant or third party receives ownership rights merely by participating in the Platform.

Article 41

Patent-Pending Platform

Certain components of INthe-Q™ may be protected by pending patent applications, trade secrets, copyrights, trademarks, contractual rights and other intellectual-property protections.

No participant may:

  • copy;
  • reverse engineer;
  • reproduce;
  • commercialize;
  • replicate;
  • license;
  • distribute;
  • disclose;
  • or create derivative systems based upon proprietary INthe-Q™ technology without written authorization.
Article 42

Geographic Expansion

INthe-Q™ may be deployed worldwide.

Geographic applications, including Las Vegas or other market-specific applications, are applications of the same underlying Platform.

JCLV Enterprises LLC retains exclusive authority to:

  • expand;
  • localize;
  • rename;
  • modify;
  • license;
  • partner;
  • commercialize;
  • or otherwise deploy INthe-Q™ in any city, state, province, country or geographic market.
Article 43

Platform Modification

JCLV Enterprises LLC may modify:

  • Platform functionality;
  • technology;
  • pricing;
  • procedures;
  • community features;
  • Reservation mechanics;
  • ticketing procedures;
  • verification systems;
  • and other operating procedures.

Material changes affecting existing contractual rights shall be administered consistent with applicable law.

Article 44

User Responsibilities

Users agree to:

  • provide truthful information;
  • maintain account security;
  • comply with Platform rules;
  • avoid fraudulent Reservations;
  • avoid manipulation of demand;
  • avoid scalping;
  • avoid identity fraud;
  • avoid multiple-account abuse;
  • comply with applicable laws;
  • and respect other Members.
Article 45

Anti-Fraud and Demand Manipulation

No person may intentionally manipulate INthe-Q™ demand data.

Prohibited conduct includes:

  • fraudulent Reservations;
  • automated Reservation creation;
  • multiple identities;
  • fake accounts;
  • purchased accounts;
  • coordinated fraudulent demand;
  • identity impersonation;
  • payment fraud;
  • chargeback abuse;
  • or other conduct designed to artificially inflate or distort demand.
Article 46

Event Cancellation

A Show may be cancelled, postponed, modified or rescheduled because of:

  • insufficient verified demand;
  • Artist unavailability;
  • illness;
  • venue unavailability;
  • production limitations;
  • safety concerns;
  • government restrictions;
  • contractual disputes;
  • force majeure;
  • or other legitimate operational circumstances.

Reservation Fees remain subject to their non-refundable contractual terms except where applicable law requires otherwise. Ticket refunds shall be governed by applicable ticketing and event terms.

Article 47

Force Majeure

JCLV Enterprises LLC shall not be liable for failure or delay caused by circumstances beyond reasonable control, including:

  • natural disasters;
  • severe weather;
  • fire;
  • flood;
  • earthquake;
  • epidemic;
  • pandemic;
  • war;
  • terrorism;
  • civil unrest;
  • government action;
  • transportation interruption;
  • labor disputes;
  • venue closure;
  • utility failure;
  • internet failure;
  • cybersecurity events;
  • payment processor failures;
  • or other extraordinary circumstances.
Article 48

Taxes

Each party is responsible for its own tax obligations. The Platform may collect applicable sales, use, GST, HST, VAT or other transaction taxes where legally required. The Artist remains responsible for taxes arising from AID and other Artist compensation. The Fan remains responsible for taxes applicable to the Fan’s transactions where legally imposed.

Article 49

Privacy

Personal information shall be processed according to the applicable INthe-Q™ Privacy Policy and applicable privacy laws.

The Platform may share necessary information with:

  • Stripe;
  • ticketing providers;
  • venues;
  • Promoters;
  • Artists;
  • production partners;
  • fraud-prevention services;
  • and other service providers,

where necessary to operate INthe-Q™ and subject to applicable privacy requirements.

Article 50

Electronic Consent

By:

  • creating an account;
  • selecting “I Agree”;
  • completing a Reservation;
  • submitting payment;
  • accessing the Platform;
  • or otherwise using INthe-Q™,

the User acknowledges that the User has read, understood and agreed to this Agreement. Electronic acceptance constitutes an electronic signature to the maximum extent permitted by applicable law.

Article 51

Eligibility

Users must be at least eighteen (18) years of age unless otherwise expressly permitted by applicable law and Platform rules. Users must possess the legal capacity to enter binding agreements.

Article 52

Suspension and Termination

JCLV Enterprises LLC may suspend or terminate a User account for legitimate reasons including:

  • fraud;
  • abuse;
  • identity misrepresentation;
  • payment fraud;
  • scalping;
  • demand manipulation;
  • unlawful conduct;
  • cybersecurity threats;
  • violation of Platform agreements;
  • or legal requirements.

Where legally required, applicable consumer rights shall be preserved.

Article 53

Limitation of Liability

To the maximum extent permitted by law, JCLV Enterprises LLC shall not be liable for indirect, incidental, special, consequential, exemplary or punitive damages arising from:

  • Platform use;
  • event cancellation;
  • Artist conduct;
  • Venue conduct;
  • Promoter conduct;
  • ticketing-provider conduct;
  • payment processor conduct;
  • technology failures;
  • or circumstances beyond reasonable control.

Nothing in this Agreement excludes liability that cannot legally be excluded.

Article 54

No Guarantee of Event or Financial Result

INthe-Q™ does not guarantee:

  • that a Show Campaign will activate;
  • that a Venue will be booked;
  • that an Artist will perform;
  • that tickets will become available;
  • that a Show will be profitable;
  • or that any participant will achieve a particular financial result.
Article 55

Governing Law

This Agreement shall be governed by the laws of the State of Nevada, without regard to conflict-of-law principles, except to the extent applicable consumer-protection laws require otherwise.

Article 56

Dispute Resolution

Subject to applicable law, disputes arising from this Agreement shall be resolved through binding arbitration in Nevada. Nothing in this Article shall prevent a party from exercising rights that applicable law prohibits the parties from waiving.

Article 57

Class Action Waiver

To the maximum extent permitted by applicable law, claims shall be brought individually and not as:

  • class actions;
  • collective actions;
  • or representative actions.

Nothing herein shall waive rights that cannot legally be waived.

Article 58

Severability

If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain effective. The invalid provision shall be modified only to the minimum extent necessary to make it enforceable while preserving its intended purpose.

Article 59

Assignment

A User may not assign this Agreement without written authorization from JCLV Enterprises LLC.

JCLV Enterprises LLC may assign this Agreement in connection with:

  • merger;
  • acquisition;
  • corporate restructuring;
  • financing;
  • sale of assets;
  • Platform transfer;
  • or other legitimate business transaction.
Article 60

Entire Agreement

This Agreement, together with incorporated policies and applicable supplemental agreements, constitutes the complete agreement governing use of the INthe-Q™ Platform.

This Agreement supersedes prior Master Platform Agreements and prior representations concerning the subject matter addressed herein.

Applicable supplemental agreements include:

Article 61

Hierarchy of Agreements

Unless otherwise required by applicable law, the following hierarchy shall apply:

Order Agreement Governs
1 INthe-Q™ Master Platform Agreement The fundamental ownership, architecture, governance and operation of INthe-Q™.
2 Artist Participation Agreement Artist-specific rights and obligations.
3 GEM Agreement Approved multi-market entertainment-company participation.
4 Fan Club™ Membership & Reservation Agreement Fan-specific Reservation and membership rights.
5 Reservation and Ticketing Agreement Ticket purchasing and related transaction mechanics.
6 Venue / Promoter / Event-Specific Agreements The specific contractual relationships addressed therein.

No subordinate agreement may transfer ownership of INthe-Q™, modify fundamental Platform governance or create rights inconsistent with this Master Agreement unless expressly authorized in writing by JCLV Enterprises LLC.

Article 62

Platform Governance

JCLV Enterprises LLC retains exclusive authority to operate and govern the INthe-Q™ Platform.

This includes authority over:

  • Platform design;
  • technology;
  • intellectual property;
  • membership architecture;
  • Reservation mechanics;
  • verification;
  • anti-scalping systems;
  • community features;
  • Platform pricing;
  • demand analytics;
  • strategic partnerships;
  • geographic expansion;
  • ticketing procedures;
  • and Platform development.

This authority shall be exercised consistent with applicable law and the contractual rights expressly granted to Users.

Article 63

Final Acknowledgement

By participating in INthe-Q™, the User acknowledges and understands:

  • INthe-Q™ is not a traditional concert presale.
  • It is not an investment.
  • It is not a securities offering.
  • It is not a ticket guarantee.
  • It is not a crowdfunding investment.

It is a Fan Demand and Fan Verification Model designed to allow Artists to present opportunities, Fans to demonstrate demand, and verified data to inform ticket capacity, venue selection, budgeting and event activation.

  • The Fan understands that the US $9.99 Reservation Allocation Fee is non-refundable except where otherwise required by applicable law.
  • The Fan understands that the Reservation Allocation Fee is allocated between the Platform and participating Artist according to the INthe-Q™ allocation model.
  • The Fan understands that the Artist’s portion is designated as AID — Artist Incentive Dollars.
  • The Fan understands that the Fan does not control or direct the Artist’s use of AID or the Platform’s use of its allocation.
  • The Fan understands that the Fan’s first Reservation activates the Fan’s lifetime INthe-Q™ Community Social Media Features, subject to Platform terms, but that every subsequent Show Campaign Reservation remains subject to the US $9.99 Reservation Allocation Fee.
  • The Fan understands that Reservation rights are non-transferable and that INthe-Q™ utilizes anti-scalping and identity-verification mechanics designed to prevent unauthorized resale.
  • The Fan understands that an INthe-Q™ Show is intended to be a Private Event for The Fan Club™.
  • The Fan understands that the Platform does not guarantee that a Show Campaign will become an Activated Show.

The fundamental purpose of INthe-Q™ is: Measure the Demand. Prove the Market. Determine the Ticket Capacity. Build the Show.

And ultimately: let the Fans tell the Industry how big the venue should be.

Article 64 — Electronic Acceptance

By selecting “I AGREE” the User acknowledges:

“I have read, understood and agree to the INthe-Q™ Master Platform Agreement, Terms of Use and applicable Platform policies. I understand the nature of my participation, the non-refundable Reservation Allocation Fee, the Fan Club™ membership structure, the AID Artist Incentive Dollars allocation, the anti-scalping mechanics, the Community Social Media Features, and the demand-validation purpose of the INthe-Q™ Platform.”

The User’s electronic acceptance constitutes a legally binding electronic signature to the maximum extent permitted by applicable law.

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INthe-Q
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