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COVEREXPERIENCES – TERMS AND CONDITIONS

1. SCOPE OF APPLICATION OF THESE CONDITIONS:

These general terms and conditions (hereinafter, the “General Conditions”), together with the Particular Conditions entered into by the Organizer (defined in Clause 2) and any other annexes that may be attached, regulate the contractual relationship subscribed between the Organizer and PREMIUMCOVER S.L., with Tax ID (NIF) B70688536 and registered office at Av. Diagonal, 433 Bis, 3-2, 08036, Barcelona, and registered in the Mercantile Registry of Barcelona, in Volume 49130, Folio 210, Sheet B-60884, e-mail: adminevents@covermanager.com (hereinafter, also referred to as “COVERMANAGER”), constituting the entire agreement entered into between the parties regarding the provision of services regulated herein. Hereinafter, the conjunction of the foregoing elements shall be referred to as the “Contract”.

Likewise, the General Conditions shall apply in the event that the provision of services has not been formalized through the aforementioned Particular Conditions.

In the event of a contradiction between the provisions of the Particular Conditions and the provisions of the General Conditions, the provisions of the Particular Conditions shall prevail in all cases.

The Organizer undertakes to communicate to any third parties with whom it may have contracted or may contract the existence, validity, effectiveness, and acceptance of these General Conditions.

The limitations of liability defined in the stipulations of these General Contracting Conditions shall apply to any claim, whether civil, commercial, criminal, judicial, extrajudicial, contractual, extra-contractual, or of any other nature.

2. DEFINITIONS:

3. SERVICES AND CONDITIONS OF PROVISION

3.1 Through the Contract, the rights and obligations through which COVERMANAGER provides the CoverExperiences service to the Organizer as well as other complementary or accessory services to the latter are regulated. Generally and without prejudice to the details set out in these General Conditions, through CoverExperiences COVERMANAGER allows the Organizer to sell Tickets via websites, mobile applications, and, where applicable, also through other tools serving such purpose.

3.2 COVERMANAGER, within the framework of its economic activity related to the provision of services via software, has created a tool for the management and publication of Events by means of pages created specifically for and under the Organizer’s own brand, and which Clients can access to purchase the published Tickets.

COVERMANAGER provides the Organizers, on a non-exclusive basis, with a license (i) non-transferable and (ii) during the term of this contract, regarding the use of the created page; therefore, in no case is any type of Intellectual Property Right transferred to the Organizer.

3.3 COVERMANAGER will offer instructions on how to publish and manage Events on the created page. The Organizer shall be responsible at all times for the custody and security of access data, such as the password, and shall therefore assume responsibility for all actions performed on the page through their Organizer account.

3.4 COVERMANAGER will provide the Organizer with a template containing basic legal texts. The Organizer shall be responsible for adapting them to their situation, as well as reviewing the veracity of the information contained therein and modifying, deleting, or adding, if necessary, the information required to comply with applicable regulations.

COVERMANAGER is not responsible for the veracity of the data contained in the Organizer’s documentation, nor for the consequences derived from non-compliance regarding data protection or regulations annexed to the Organizer’s Website.

COVERMANAGER will configure on the website the texts provided and verified by the Organizer, or, where applicable, the Organizer themselves will be in charge of configuring it, following the technical instructions provided by COVERMANAGER.

3.5 Once the Organizer Account is created, the Organizer:

3.6. Regarding the management of collection related to the sale of Tickets, see Clauses 9 and 10.

3.7. COVERMANAGER will keep independent accounting of the sales produced from the website and of the operations ordered by the Organizer.

3.8 During the term of the Contract, with the exceptions mentioned below, COVERMANAGER will keep the Organizer’s Events page operational so that the latter can promote their Events correctly and sell the corresponding Tickets.

3.9 In addition to the COVERMANAGER Service, the Organizer may contract the following complementary services with the Company:

3.10 COVERMANAGER does not participate in any case or in any aspect in the organization of the published Events, the Organizer being responsible for said Events. Thus, COVERMANAGER remains outside the contractual relationship established between the Organizer and the Clients.

3.11 COVERMANAGER does not guarantee that any minimum or fixed number of Tickets will be purchased through the COVERMANAGER Services.

3.12 The Organizer acknowledges and agrees that contracting COVERMANAGER by virtue of this Contract does not entail exclusivity of the latter towards them, and that COVERMANAGER may create pages and offer its services to other Organizers simultaneously. Likewise, the Organizer may use other means to advertise and sell their Events.

4. TERM

4.1 This Contract shall enter into force on the date of contracting the COVERMANAGER Services and shall have an indefinite duration unless notice is given by the parties one month in advance. Notice to COVERMANAGER must be given by communication to adminevents@covermanager.com.

4.2 A minimum duration may be established for the contracting of certain services, normally linked to the offering of a certain bonus to the Organizer.

5. EVENT INFORMATION

5.1. The Organizer shall provide Event information completely and accurately before putting Tickets on sale. That Event information must include:

5.2. The Organizer guarantees and undertakes not to provide any Event Information that:

5.3 COVERMANAGER shall not be responsible, whether directly or indirectly, for any indemnification or sanction towards any third party or Client for any breach by the Organizer of the guarantees and commitments mentioned in the previous section.

5.4. The Organizer hereby grants COVERMANAGER the right and license, royalty-free, perpetual, irrevocable, and transferable, to use, reuse, copy, exhibit, modify, record, reproduce, retransmit, transfer, publish, distribute, display, perform, adapt, translate, or incorporate the Event Information into any form, medium, or technology currently existing or developed in the future, without the need for prior notice, authorization, or compensation to the Organizer or anyone acting on behalf of the Organizer, provided it is used to develop the services contracted by the Organizer. The Organizer represents and warrants that COVERMANAGER will not need to request further permissions, consents, or licenses from the Organizer or any third party to use the Event information, provided that such use is made in relation to the service contracted regarding the Event owned by the Organizer. COVERMANAGER may transfer such rights for the same purposes in the cases of contracting referred to in clause 3.9.

6. CHANGES AND CANCELLATIONS OF THE EVENT

6.1 In the event of a significant change in the Event, for example, regarding access conditions, venue, time of the event, postponement, or other circumstances that may arise, the Organizer must notify it on the page, to COVERMANAGER, and to the Clients who have already purchased their Ticket.

The Organizer shall immediately withdraw the Event from the page in the event that it is foreseen to be canceled, suspended, or due to any other contingency making its normal operation impossible, in addition to being liable for the Tickets already sold. The Organizer must notify buyers who have already acquired their Tickets of the steps to follow.

6.2. The Organizer shall be solely responsible for the costs incurred by both parties as a result of any change or cancellation of the Event.

6.3. In the event that an Event is canceled, the date or venue is changed (and the Client cannot or does not wish to attend), it does not take place for any reason, or the Ticket Price must be refunded to the Client for any reason, the Organizer shall be responsible for paying any refund owed and payable to the Client. To avoid any doubt, COVERMANAGER shall not be liable to any Client or third party for any refund or any loss, claim, costs, or expenses due to any cancellation, postponement, delay, or change in the Event information, and the Organizer must hold COVERMANAGER harmless from liability regarding the same. The exemption from liability provided in this Clause shall remain in force without prejudice to the termination of this Contract, whatever the cause, or the expiration of the term.

6.4. Regarding what is mentioned in the previous section in relation to refunds to Clients, Clause 10 shall apply, and the provisions of its section No. 6 shall be observed.

7. TICKETS

7.1. The Organizer must accept all Tickets purchased through the COVERMANAGER Services.

7.2. The Organizer shall be responsible for guaranteeing the authenticity of any Ticket used by a Client.

7.3. The risk of counterfeit Tickets and/or digital piracy shall be assumed exclusively by the Organizer. The Organizer must hold COVERMANAGER harmless from liability, and indemnify COVERMANAGER for all Losses suffered by COVERMANAGER in relation to counterfeit Tickets and/or digital piracy (except where there is a breach of this Contract or negligence on the part of COVERMANAGER).

7.4. COVERMANAGER may apply all those necessary measures, including preventing the sale of Tickets, in the event that it has indications that some type of fraud is being committed or attempted. In particular, if Clause 10 is applicable, COVERMANAGER shall not be obliged to deliver any amount to the Organizer by virtue of said fraudulent operations, and the Organizer must, at COVERMANAGER’s request, return any amount that COVERMANAGER had already delivered for said operation, to allow COVERMANAGER to cancel the fraudulent operation and return said funds through the original payment method used to pay for the operation.

7.5. Through the COVERMANAGER Services, or the promotion service referred to in Clause 3.9, only the number of Tickets assigned by the Organizer will be made available to Clients.

7.6. When the Event Information stipulates a minimum age requirement for a Client to attend an Event, COVERMANAGER shall have satisfied any obligation it has regarding the verification of a Client’s age by relying on a self-declaration of age by the Client at the time of purchasing a Ticket.

8. REMUNERATION FOR THE CONTRACTED SERVICES:

8.1. COVERMANAGER shall be entitled to receive, as remuneration for the COVERMANAGER Services, the following amounts:

8.2. All amounts associated with the remuneration derived from this Contract are exclusive of VAT or any other tax unless expressly stated otherwise. Other amounts may be set in the Particular Conditions that must be mandatorily paid by the Organizer without necessarily constituting remuneration for the COVERMANAGER Services (e.g., disbursements or expenses that the Organizer has to meet).

8.3. COVERMANAGER shall be entitled to receive economic compensation for damages from the Organizer when an Event is canceled, the date changed, delayed, postponed, limited, or not carried out (in whole or in part) for any reason, insofar as this causes it prejudice. In particular, in the event that Clause 10 applies, the provisions of its section No. 6 shall be observed.

8.4. In accordance with the provisions of the Definitions Clause of this Contract, the Organizer may pass on certain amounts to the Client by establishing Management Fees. The determination of the amount of the Management Fees shall be the exclusive criterion of the Organizer, who declares to comply with applicable regulations, taking into account that Clients may hold the status of consumers under Spanish legislation.

8.5. In the event that COVERMANAGER had opted to purchase the Tickets from the Organizer, the latter shall automatically issue an invoice to COVERMANAGER within the first ten (10) business days of the month following the end of the Event, which shall state the Net Amount, which shall be paid by COVERMANAGER within fifteen (15) business days following the invoice issuance date.

9. INTEGRATION OF THE ORGANIZER’S PAYMENT SERVICE PROVIDER: INVOICING AND PAYMENT

9.1. If the Organizer, in accordance with the Particular Conditions, chooses to integrate with COVERMANAGER the Virtual POS supplied by the Payment Service Provider with whom it maintains the corresponding contract (hereinafter, the “Organizer’s PSP”), the conditions of this Clause shall apply instead of those of Clause 10.

9.2. As a prior and essential requirement, the Organizer’s PSP must have effectively implemented with COVERMANAGER those mechanisms enabling the integration of the Virtual POS in question (hereinafter, “Integration Mechanisms”). Therefore, when choosing the corresponding option in the Particular Conditions, the Organizer guarantees and is responsible for having a valid and operational account with a PSP that has implemented the Integration Mechanisms with COVERMANAGER. Likewise, it guarantees that said PSP has made a Virtual POS available to it. Otherwise, Clause 10 shall apply, carrying out the management of transactions as provided therein for the execution of this Contract.

Without prejudice to the reasonable technical support provided by COVERMANAGER, the Organizer shall be responsible for the effectiveness of the integration as well as, where applicable, the costs involved. PREMIUMCOVER shall not be responsible for its correct functioning nor for the contractual relationship between the Organizer and the PSP.

9.3 The Organizer assumes all responsibility derived from the management of transactions made through the PSP, including, without limitation, the management of refunds, chargebacks, payment disputes, and compliance with applicable regulations regarding payment services and buyer data protection concerning the financial transaction. COVERMANAGER remains exonerated from any liability in this regard. The management of refunds, payment disputes, chargebacks, and similar situations shall be carried out by the Organizer, and the latter shall assume the associated expenses.

9.4. When using the Virtual POS provided by the Organizer’s PSP, the Organizer will receive directly into their bank account the entirety of the amounts paid by the Clients. Consequently, COVERMANAGER shall not receive, keep custody of, or manage said funds in any way.

9.5. COVERMANAGER shall invoice the Organizer the price for the services provided by virtue of this Contract, as well as any other amount that may be appropriate by virtue thereof. If applicable, it will also invoice based on the Reference Fee provided in the Particular Conditions.

9.6. Invoicing by COVERMANAGER shall be carried out monthly, unless, due to the nature or periodicity of the Events organized by the Organizer, it is convenient to do so otherwise. In such case, COVERMANAGER shall notify the Organizer in advance. The Organizer must pay the amount of the invoices issued by COVERMANAGER within a period of 15 business days from the date on which it is issued, by transfer to the account designated for such purpose.

9.7. Without prejudice to COVERMANAGER’s power to terminate this Contract in the event of non-payment, such non-payment shall entail the automatic accrual, without the need for notification in this regard, of the current legal interest increased by two points, as late payment interest. Likewise, a fixed amount of €40 shall be accrued for the processing and claiming of the non-payment. COVERMANAGER may, jointly, proceed to suspend the services provided by virtue of this Contract until the debt in question is satisfied.

10. INTEGRATED PAYMENT MODULE OFFERED BY COVERMANAGER: INVOICING, SETTLEMENT, AND PAYMENT

The stipulations of this Clause shall apply only if the Organizer, as established in the Particular Conditions of this Contract, opts for the integrated payment module offered by COVERMANAGER. In this case, the provisions of Clause 9 shall not apply.

10.1. In accordance with the foregoing, COVERMANAGER shall settle to the Organizer an amount equal to the Sales Revenue derived from the Events organized using the COVERMANAGER Services less any amount that the Organizer owes to COVERMANAGER. These amounts include:

Hereinafter, such amounts shall be jointly referred to as “Amounts Due”.

The corresponding settlement must be made in accordance with the following subsections.

10.2. In accordance with Clause 10.1 above, COVERMANAGER shall perform settlement within the first ten (10) business days of each month including all Events held within the previous calendar month. It shall issue the corresponding invoice and pay the Organizer the resulting amount.

10.3. COVERMANAGER must make the deposits by virtue of section 1 of this Clause to the Organizer’s bank account indicated by the latter.

10.4. COVERMANAGER will not pay any amount to the Organizer until it has received the information regarding their tax data and their bank account, as well as the certificate of ownership thereof. All settlements that COVERMANAGER must make to the Organizer by virtue of this Contract must be paid to the Organizer’s bank account, or another bank account agreed upon in writing by COVERMANAGER and the Organizer.

10.5. The Organizer agrees that COVERMANAGER shall not be responsible for verifying the Organizer’s bank Account or the authenticity of any payment instruction, as well as that COVERMANAGER may assume that the Organizer’s bank Account is the correct account for charges or credits by virtue of this Contract. If the Organizer asks COVERMANAGER to modify the Organizer’s bank Account, COVERMANAGER shall have the right to request written confirmation before proceeding with the change. The Organizer must do everything reasonably possible to prevent any unauthorized personnel from sending COVERMANAGER any instruction regarding the Organizer’s bank Account, and must inform COVERMANAGER as soon as possible in the event that any unauthorized person sends instructions to COVERMANAGER in this regard. The Organizer shall be responsible for all instructions that COVERMANAGER receives and applies, as well as for any loss deriving from said instructions. Likewise, unless the Organizer informs COVERMANAGER to the contrary in writing, it is reported that COVERMANAGER will ignore instructions that are not received directly from the Organizer or their authorized personnel.

10.6. If a Client is entitled to a refund in accordance with Clause 6.3, and this Clause is applicable, COVERMANAGER shall have the right to refund the Client on behalf of the Organizer in the following way:

10.7. COVERMANAGER may invoice up to 1% of the Price of each Ticket as a cancellation commission, in the event that the refund management entails bank costs.

10.8. The Organizer is solely responsible for determining, where applicable, which taxes apply to the Tickets of their Events. COVERMANAGER cannot offer legal or tax advice, so the Organizer must consult with their own tax advisor regarding possible applicable taxes.

10.9. The Parties agree that COVERMANAGER will retain a percentage, equal to that corresponding to the applicable Fee, on the Net Ticket Price. This will give rise to the Retained Amounts.

Without prejudice to its right to offset the Amounts Due with the entirety of the Sales Revenue, COVERMANAGER may choose to carry out said offset utilizing only the Retained Amounts.

COVERMANAGER reserves the right to apply one or the other criterion of offset (on Sales Revenue or exclusively on Retained Amounts) and to modify said choice as many times as it considers appropriate. During the time in which COVERMANAGER, in accordance with the provisions, performs offset only against Retained Amounts, the Parties may agree that weekly (or with another periodicity) COVERMANAGER delivers to the Organizer the amounts relating to the Net Price of the Tickets less said Retained Amounts, until the settlement mentioned in Clause 10.2 is carried out.

Whether the offset is carried out against Sales Revenue or is limited to Retained Amounts, in the event that the amount so used proves insufficient to cover the Amounts Due, the Organizer must pay the pending difference within fifteen calendar days following notification by COVERMANAGER via e-mail or other means.

COVERMANAGER and the ORGANIZER may agree, exclusively through a standard annex made available by COVERMANAGER, that the payment of such amounts be made to a different bank account, belonging to a third party. Said annex shall constitute a separate agreement establishing that the entity to which the money must be paid is different from the Organizer and indicating the tax data and data relative to the bank account of this third party, recording this fact. The annex must be signed by the Organizer and the third party and shall be accompanied by the corresponding certificate of bank ownership. For the annex to take effect, COVERMANAGER must receive the annex duly completed and signed, as well as the certificate of bank ownership of the third party receiving the amounts, with a minimum notice of forty-eight (48) hours prior to the completion date of the Event (if it applies to a specific Event) or of the first of the Events regarding which the annex is intended to take effect (in case of continued application). For the purposes of this Contract, the amounts that COVERMANAGER delivers to the third party designated in said annex, in execution of the payment instruction contained therein, shall be considered and computed as a delivery directly made to the Organizer. Consequently, the deliveries of such amounts shall have full releasing effect for COVERMANAGER regarding its obligation to deliver the Net Price of the Tickets to the Organizer, as if the payment had been made directly into the latter’s bank account.

10.10. The payment periodicity, in accordance with the foregoing, shall be monthly. With such periodicity, where applicable, the amount as “Reference Fee”, determined in the Particular Conditions, shall accrue.

11. INTELLECTUAL PROPERTY

11.1. The Organizer shall have the right to include the COVERMANAGER Logos in all advertising or other promotional material created, produced, or used in relation to an Event. For the purposes of this Clause, COVERMANAGER hereby grants the Organizer a non-exclusive, non-transferable, personal, revocable, and limited license to use the COVERMANAGER logos during the Term of the Contract for the sole purpose of exercising the rights granted to the Organizer by virtue of this Clause.

11.2. Without prejudice to Clause 11.1, the Organizer shall have no rights over the COVERMANAGER Logos or the image associated with the COVERMANAGER Logos, or any other Intellectual Property Right of COVERMANAGER. The Organizer acknowledges that all rights, whether legal, beneficial, or otherwise, and all goodwill related to COVERMANAGER, the COVERMANAGER Logos, and any other Intellectual Property Right of COVERMANAGER are, and will continue to be, the property of COVERMANAGER.

11.3. The Organizer will occasionally provide COVERMANAGER with materials or content relating to Events, performers, or the Organizer, including photographs and images (audio and/or visual), texts, music, registered trademarks, symbols, logos, or slogans (hereinafter, the “Materials”). The Organizer hereby grants COVERMANAGER a royalty-free license to use the Materials for advertising, marketing, and promotion purposes of the Events.

12. PERSONAL DATA PROTECTION

12.1. Both parties shall process the personal data to which they have access during the performance of their functions, in accordance with the provisions of Regulation (EU) 2016/679 of the Parliament and of the Council, of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (hereinafter, “GDPR”) and Organic Law 3/2018, of December 5, on Protection of Personal Data and guarantee of digital rights (hereinafter, “LOPDGDD”).

12.2. The data of the signatories of this Contract, as well as those of other persons in charge of monitoring or executing it, and the addresses that may appear, shall be collected and processed, respectively, by both parties for the purpose of carrying out adequate management of the contractual relationship and complying with the provision of the Services. The legal basis legitimizing the processing of personal data is the existence of a legal or contractual relationship, as well as compliance with legal obligations imposed on the parties. Based on the legitimate interest of COVERMANAGER, information regarding COVERMANAGER services may be sent to the Organizer through electronic means.

12.3. The data shall be processed for as long as the contractual relationship between the parties lasts. Once the contractual relationship has ended, the data shall be blocked during the period in which any type of liability may derive from the processing or the Contract. Once the legal limitation period ends and these liabilities expire, the data shall be deleted.

12.4. Data transfers are not foreseen, except by legal obligation. Likewise, the parties may resort to service providers, data processors accessing the data for the provision of services. Some of these providers could be located in countries outside the European Economic Area, so international data transfers would exist. In this regard, for said providers, COVERMANAGER shall apply the necessary guarantees so that the transfer complies with the provisions of the GDPR, in particular, that the destination country has been the subject of an Adequacy Decision approved by the European Commission or the provider is certified under the Data Privacy Framework and, failing that, that the Standard Contractual Clauses approved by the European Commission have been implemented.

12.5. Data subjects may exercise rights of access, rectification, erasure, and portability of their data, and those of limitation or opposition to processing by writing to PREMIUMCOVER S.L., Av. Diagonal 433 Bis, 3-2. 08036 Barcelona or via email to: dpocoverexperiences@covermanager.com and if they consider that the processing of personal data does not comply with current regulations, they also have the right to file a claim with the Supervisory Authority (www.aepd.es).

12.6. Client Data: The processing of Client data shall be carried out by PREMIUMCOVER S.L. with total diligence and confidentiality and applying security measures ensuring said confidentiality, integrity, and availability. In this regard, the processing of personal data carried out by PREMIUMCOVER S.L. as a consequence of the provision of the PREMIUMCOVER S.L. Services shall be regulated by the data processing agreement attached to this Contract as ANNEX I, in compliance with Art. 28.3 GDPR.

12.7. The Organizer must implement and maintain, at their own cost, adequate technical and organizational measures regarding data protection that the page made available to them by PREMIUMCOVER S.L. must possess. Likewise, the Organizer shall make available to PREMIUMCOVER S.L. as much information as necessary for correct execution of the contracted service, and guarantees that the data provided has been obtained lawfully and is adequate, relevant, and limited to the purposes of the processing.

13. OBLIGATIONS OF THE ORGANIZER

13.1. The Organizer is obliged to pay COVERMANAGER the remuneration for the services received, under the terms and conditions agreed in this Contract.

13.2. The Organizer guarantees, affirms, assumes, and agrees that:

14. TERMINATION AND RESOLUTION

14.1. Either party may terminate this Contract at any time, giving written notice of at least thirty (30) days to the other party.

In the event that a minimum duration period has been established, this must be respected to preserve the economic benefits to which it was linked.

14.2. Either party may immediately terminate this Contract, informing the other party in writing via email to the address established in these General Conditions, and/or, where applicable, in the subscribed Particular Conditions if:

14.3. Non-payment of any amounts to which the Organizer is obliged by virtue of this Contract shall be considered a material breach and therefore a cause for termination of the contract.

15. EFFECTS OF TERMINATION

15.1. The termination of this Contract, whatever the reason, shall not affect the rights or liabilities that the parties had acquired as of the date of termination.

15.2. Once this Contract is terminated for any cause, the Organizer must immediately:

15.3. Once this Contract is terminated for any reason, COVERMANAGER must:

15.4. Unless stated otherwise in this Contract, once this Contract is terminated or expires, neither party shall have any other obligation towards the other by virtue thereof. Termination shall not affect the execution of those which, implicitly or explicitly, are intended to enter into or remain in force on the date of termination or subsequent thereto.

16. LIABILITY TOWARDS CLIENTS AND THIRD PARTIES

16.1. Between the Organizer and COVERMANAGER, the Organizer shall be solely responsible towards Clients for the Tickets and Events and the quality, nature, or development thereof.

16.2. The Organizer acknowledges towards Clients, whom it undertakes to inform appropriately thereof, that COVERMANAGER limits itself to providing the services described in this Contract. Thus, it limits itself to acting as an intermediary for the sale, on behalf of the Organizer, of the Tickets that the latter assigns. Therefore, COVERMANAGER’s liability towards Clients shall be limited to its role as an intermediary for the sale of Tickets.

16.3. To avoid any possible doubt, the Organizer hereby acknowledges and agrees that, between COVERMANAGER and the Organizer, the Organizer shall be solely responsible, at their own cost, for the production, implementation, exploitation, broadcasting, dissemination, distribution, operation, and content of the Events; including, among others, the choice of platforms and/or channels on which the Event will be broadcast and any agreement with third parties or other matters in relation thereto.

16.4. The Organizer shall be solely responsible for ensuring that all legal and regulatory requirements are met.

16.5. COVERMANAGER acts with diligence and implements adequate security measures against possible computer viruses, not being responsible for potential damages or errors due to the presence of computer viruses or human error, by which the computer system (hardware or software) of the Clients may be affected when they access the website or use it.

17. EXCLUSION OF WARRANTIES

17.1. If for any reason the COVERMANAGER Service is interrupted, the Organizer agrees to hold COVERMANAGER harmless from liability to the Organizer, any Client, or any third party for any damage and prejudice suffered. However, if the interruptions are within the reasonable control of COVERMANAGER, the Organizer agrees to grant COVERMANAGER a period of 72 business hours to resolve any interruption.

18. LIMITATION OF LIABILITY

18.1. COVERMANAGER shall not be liable for any loss (whether direct or indirect) of profits, business, revenue, data, image, or reputation of the Organizer or of any third party.

18.2. COVERMANAGER’s maximum liability, whether by Contract, tort (including negligence), breach of statutory duty, or arising otherwise by virtue of or in relation to each of the Events published on the COVERMANAGER Services, shall not exceed the amount equivalent to the remuneration paid to COVERMANAGER for the services provided by virtue of this Contract for the Event in question.

18.3. COVERMANAGER shall not be liable towards any third party for any of the legal or contractual obligations or liabilities of the Organizer in relation to the holding of an Event of any kind.

18.4. All provisions in this Clause are understood without prejudice to liability that cannot be excluded or limited by law.

19. CONFIDENTIALITY

19.1 Due to the nature of the work, access to confidential information and/or information subject to intellectual property rights, owned by each of the parties, relating to the services provided by COVERMANAGER becomes necessary.

19.2 The parties agree that any information exchanged, provided, or created between them from the signing of this contract shall be maintained in strict confidentiality. The corresponding receiving party may only disclose confidential information to those who need it and are previously authorized by the party whose confidential information is concerned.

All information exchanged is the exclusive property of the party from whom it originates. Consequently, neither party shall use the other’s information for their own use.

20. SEVERABILITY

20.1 If any Clause of these conditions were in conflict with any mandatory legal provision or were declared null, void, or unenforceable, the rest of the Clauses shall remain fully valid and applicable.

21. LANGUAGE GOVERNING LAW AND JURISDICTION

21.1 These General Conditions, as well as any agreement signed with PREMIUMCOVER S.L. and any dispute that may arise as a result thereof, and of the service provided, shall be governed and interpreted in accordance with Spanish common laws (Leyes españolas de derecho común).

The Courts of Barcelona shall be competent to settle any controversy, with waiver of any other venue if applicable.

21.2 In the event of the existence of a version of these General Conditions in a language other than Spanish, the Spanish version shall prevail for all purposes.

21.3 This English translation is provided solely for informational purposes and for the convenience of the Organizer. The authoritative and legally binding version of these General Conditions is drafted in Spanish and is available at https://www.covermanager.com/es/ccgg-coverexperiences-es/. Consequently, this Contract shall be interpreted exclusively in accordance with the Spanish language version. In the event of any discrepancy or contradiction between this English translation and the original Spanish version, the Spanish version shall prevail.

22. NOTIFICATIONS

22.1 In the event that as a consequence of the formation and/or development of this Contract notification of any circumstances between the parties is necessary, it is agreed that said notifications shall be made by certified means, whether by postal or electronic mail.

22.2 Notifications to PREMIUMCOVER S.L. shall be made to adminevents@covermanager.com. Notifications to the Organizer shall be made to the address and/or e-mail stated in the Particular Conditions.

23. ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the parties, thus substituting all previous agreements, representations, and communications, whether written or oral, and only that which is most recent in time shall be effective.