TourNex Subscription and End User License Agreement

Live Event Production Services, LLC d/b/a TourNex

Version 1.4 — Effective on first paid subscription

Currently offered to customers in the United States and Canada only.

This Subscription and End User License Agreement ("Agreement") is entered into between Live Event Production Services, LLC, a Tennessee limited liability company doing business as TourNex ("TourNex"), and the entity identified in the subscription order ("Customer").

Who this binds. This Agreement is with the entity that subscribes — the production company, artist entity, or management company that pays. Individuals whom Customer invites into a tour are bound by the TourNex Crew User Terms, not by this Agreement. Customer is responsible for its invited users as set out in Section 3.4.

Beta participants. Tours participating in the TourNex beta program remain governed by the Beta Testing & Feedback License Agreement and Beta Tester Non-Disclosure Agreement until Customer's first paid subscription begins, at which point this Agreement governs.

1. Definitions

Platform — the TourNex software, comprising Command Center, Advance, Venue, Rider, Settle and Plot, together with its applications, documentation, and outputs.

Customer Data — all data Customer or its Users enter into or generate on the Platform, including tour, crew, guest, travel, venue, settlement and plot data, and uploaded files.

User — an individual Customer authorises to access the Platform, including Customer's personnel, crew, contractors and other invitees.

Order — the subscription order, plan selection, or online checkout identifying the plan, seats, term and fees.

2. License

2.1 Grant

Subject to this Agreement and payment of fees, TourNex grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term for Customer's internal production management purposes.

2.2 Restrictions

Customer will not, and will not permit any User or third party to:

a. copy, modify, translate, or create derivative works of the Platform; b. reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, architecture, or algorithms, except to the extent this restriction is unenforceable under applicable law; c. rent, lease, sell, sublicense, or provide the Platform to any third party as a service or bureau; d. use the Platform to build or assist in building a competing product; e. share login credentials, or allow more concurrent individuals to use the Platform than the Order permits; f. circumvent or disable any access control, rate limit, or security feature; g. use the Platform in violation of applicable law, or to store or transmit unlawful, infringing, or malicious material; h. remove or obscure any proprietary notice.

2.3 Reservation

TourNex retains all right, title and interest in and to the Platform. No rights are granted except those expressly stated.

3. Customer responsibilities

3.1 Accounts and credentials

Customer is responsible for the confidentiality of its account credentials and for all activity under its account.

3.2 Customer Data

Customer represents that it has the right to provide all Customer Data to TourNex and to instruct TourNex to process it, including personal information about crew, guests and venue contacts. Customer is the controller of that personal information and TourNex is the processor, as described in the TourNex Privacy Policy and Schedule A.

Customer specifically confirms that where it enters union affiliation, dietary restrictions, or other sensitive personal information, it has established a lawful basis for doing so.

3.3 No minors

Customer will not enter into the Platform any personal information about a person under 18 years of age.

3.4 Users

Customer will ensure each of its Users complies with this Agreement and accepts the TourNex Crew User Terms. Customer is responsible for its Users' acts and omissions as if they were its own. Customer will promptly remove access for anyone no longer entitled to it.

4. Fees, term and termination

4.1 Fees

TourNex is priced by tour size. Every paid tier includes the complete Platform, including Settle — tiers differ only by team size, active tours, and price. There is no free tier; a paid subscription is required from the first tour.

Annual billing is two months free (pay 10, get 12) at every paid tier.

Active tours. An "active tour" is a tour that Customer has not archived. Archived tours do not count toward the limit above, and Customer Data in an archived tour is kept and can be restored.

Customer will pay the fees stated in the Order. Unless the Order says otherwise, fees are billed in advance, are non-refundable except as stated in Section 4.5, and are exclusive of taxes.

4.1.1 Fair use of unlimited and included capacity

Every person who opens a tour uses computing resources, so each tier includes a defined amount of use. Where a tier states "Unlimited" users, the Customer will use that capacity for its own productions in the ordinary course, with a number of Users that is reasonable for the scale of its tours. TourNex may contact Customer if its use is far outside the range of comparable Customers, or if it places an unusual load on the Platform, and will work with Customer in good faith to resolve it. If the parties cannot agree on a resolution, TourNex may require Customer to move to a different tier on 30 days' written notice, or Customer may terminate and receive the refund described in Section 4.5. TourNex will not suspend the Platform for this reason without that notice, except where the load threatens the Platform for other Customers.

4.2 Term and renewal

This Agreement begins on the Order date and continues for the subscription term stated, renewing automatically for successive equal terms unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

4.3 Price changes

TourNex may change fees effective at a renewal by giving at least 60 days' notice before the renewal date. If Customer does not accept the change, Customer may decline renewal.

4.4 Suspension for non-payment

TourNex will send Customer written notice at least 15 days before each renewal date that payment for the renewal term is due. If that payment has not been received by the renewal date, Customer's access ends on the renewal date until payment is received. Suspension does not delete Customer Data, and Customer's export rights under Section 4.6 survive suspension.

4.5 Termination

Either party may terminate for material breach that remains uncured 30 days after written notice. TourNex may terminate immediately for a breach of Section 2.2. On termination Customer's access ends.

Refund on termination. TourNex will refund the prepaid fees for the unused part of the period Customer has already paid for. The refund is calculated by the day, from the date termination takes effect to the last day of the paid period. Fees for time already used are not refunded. TourNex will pay the refund to the original payment method within 30 days after termination takes effect.

No refund for breach. No refund is owed where TourNex terminates this Agreement for Customer's breach, including a breach of Section 2.2.

4.6 What happens to Customer Data

For 90 days after termination, Customer may export its data through the Platform or request an export from TourNex. After that period, TourNex will delete Customer Data in accordance with the retention schedule in the Privacy Policy — which retains settlement and financial records for 7 years, because they carry tax and audit exposure, and purges guest list entries earliest.

5. Customer Data ownership

Customer owns its Customer Data. TourNex claims no ownership of it. TourNex may use Customer Data only to provide and support the Platform, to secure it, and as Customer instructs.

TourNex may generate aggregated, statistical information about Platform usage that does not identify Customer, any User, or any individual, and may use it to operate and improve the Platform.

Non-use covenant. TourNex and its personnel will not use, reference, or disclose Customer Data for the benefit of any other production, including productions on which TourNex personnel are personally engaged.

No model training. TourNex will not use Customer Data to train machine learning models, and its AI sub-processor is contractually barred from doing so. Document extraction is described in Section 5 of the Privacy Policy.

6. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only for this Agreement, and disclose it only to personnel and advisors bound by comparable obligations. Customer Data is Customer's confidential information. Obligations do not apply to information that is public through no fault of the recipient, was already known without restriction, independently developed, or rightfully received from a third party; and do not prevent disclosure required by law, provided the recipient gives prompt notice where legally permitted.

7. Warranties and disclaimers

7.1 Limited warranty

TourNex warrants that the Platform will perform materially in accordance with its documentation. Customer's exclusive remedy for breach is for TourNex to correct the non-conformity or, failing that within a reasonable period, terminate and receive a pro rata refund of prepaid fees for the unusable period.

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, THE PLATFORM IS PROVIDED "AS IS" AND TOURNEX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TOURNEX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

7.3 Operational and safety outputs — read this one

The Platform produces outputs that people act on in the physical world. These include vehicle routing intended to avoid low clearances and weight-restricted roads, dock and load-in directions, clearance and route warnings, evacuation and safe-location plans, meal stop suggestions, and call times.

These outputs are planning aids, not safety systems, and they are not a substitute for the judgment of the person performing the work.

• Routing depends on third-party map and restriction data that may be incomplete, out of date, or wrong, and on the vehicle dimensions Customer enters. A route is only as accurate as those numbers.
• Posted signage and the instructions of local authorities always govern. Drivers must verify posted clearances, weight limits and restrictions before proceeding, regardless of what the Platform shows.
• Evacuation and safe-location plans are documents Customer authors. TourNex formats and distributes them; it does not validate them and is not responsible for their adequacy.
• Customer is responsible for confirming that vehicle profiles, clearances and safety information entered into the Platform are correct and current.

CUSTOMER ASSUMES ALL RISK ARISING FROM RELIANCE ON THESE OUTPUTS WITHOUT INDEPENDENT VERIFICATION.

8. Limitation of liability

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Excluded claims, to which the cap and exclusion do not apply: Customer's payment obligations; either party's breach of confidentiality; Customer's breach of Section 2.2; either party's indemnity obligations; and liability that cannot be limited by law, including death or personal injury caused by negligence, and fraud.

9. Indemnities

9.1 By TourNex

TourNex will defend Customer against a third-party claim that the Platform infringes a US patent, copyright or trade secret, and pay damages finally awarded, provided Customer notifies TourNex promptly, gives TourNex control of the defence, and reasonably cooperates. TourNex may modify the Platform, procure a right to continue, or terminate and refund prepaid unused fees. TourNex has no obligation for claims arising from Customer Data, use in breach of this Agreement, or combination with anything not supplied by TourNex.

9.2 By Customer

Customer will defend TourNex against a third-party claim arising from Customer Data or Customer's or its Users' use of the Platform in breach of this Agreement, and pay damages finally awarded, on the same procedural conditions.

10. Data protection

The parties will comply with the TourNex Privacy Policy and, where TourNex processes personal data on Customer's behalf, with Schedule A (Data Processing Terms), which forms the parties' data processing agreement.

11. Publicity

Neither party may use the other's name or marks publicly without prior written consent, except that TourNex may identify Customer by name and logo in a customer list, and Customer may decline that by writing to TourNex at any time.

12. General

Governing law. Tennessee law governs, without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Dispute resolution — binding arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Nashville, Tennessee, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect intellectual property or confidential information without waiving this clause.

No class actions. Disputes will be arbitrated only on an individual basis.

Force majeure. Neither party is liable for failure to perform (other than payment) caused by events beyond its reasonable control.

Assignment. Neither party may assign without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.

Notices. In writing to the addresses in the Order, or for TourNex to Live Event Production Services, LLC, 102 Hartmann Dr., Ste. G, Box 154, Lebanon, TN 37087 and hello@tournex.live.

Entire agreement. This Agreement with its Schedules and the Order is the entire agreement on this subject and supersedes prior discussions. Customer purchase order terms have no effect. Amendments must be in writing.

Severability and waiver. Nothing contained herein shall be deemed to violate any statute, law, or ordinance, but in the event that a court, or other legally constituted body, of competent jurisdiction shall determine that there is a conflict between any provision hereof and any statute, law or ordinance, the latter shall prevail, and the applicable provision or provisions hereof shall be deemed modified and curtailed only to the extent necessary to eliminate such conflict. As so modified, this Agreement shall continue in full force and effect. No modification, amendment, waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding unless reduced to a written instrument signed by Customer and a duly authorized representative of TourNex. The waiver of any provision of this Agreement or the waiver of strict compliance with the terms of this Agreement in any instance will not be deemed to be a waiver of such provision or strict compliance in the future.

Survival. Sections 2.2, 2.3, 4.6, 5, 6, 7.2, 7.3, 8, 9, 10 and 12 survive termination.

Schedule A — Data Processing Terms

Applies where TourNex processes personal data on Customer's behalf.

Roles. Customer is the controller; TourNex is the processor. For account information described in Section 2 of the Privacy Policy, TourNex is a controller in its own right and these terms do not apply.

Subject matter and duration. Provision of the Platform, for the Term plus the retention periods in the Privacy Policy.

Nature and purpose. Storage, organisation, retrieval, transmission, formatting into documents and calendar feeds, and deletion, to deliver production management functions.

Categories of data subject. Customer's personnel and crew; guests and their companions; venue and promoter contacts; drivers and vendors.

Types of personal data. As listed in Section 3 of the Privacy Policy, including sensitive personal information (union affiliation; dietary restrictions capable of revealing health or religious belief) and a government identifier (Known Traveler Number).

TourNex obligations. TourNex will: (a) process only on Customer's documented instructions, including for transfers, unless required by law, in which case it will notify Customer unless prohibited; (b) ensure personnel are bound by confidentiality; (c) implement appropriate technical and organisational measures, including database-enforced access control, encryption in transit and at rest, and restricted, logged personnel access; (d) engage sub-processors only under written terms no less protective, remaining liable for them, and give notice before adding a sub-processor handling Customer Data; (e) assist Customer with data subject requests, security, breach notification and impact assessments, taking account of the nature of processing; (f) notify Customer without undue delay on becoming aware of a personal data breach; (g) delete or return personal data at the end of the Term per Section 4.6; and (h) make available information necessary to demonstrate compliance and allow audits no more than once a year absent a breach or regulator requirement.

Sub-processors. Those listed in Section 7 of the Privacy Policy.

International transfers. Personal data is processed in the United States. TourNex is currently offered only to customers in the United States and Canada.

Customer obligations. Customer warrants it has a lawful basis for the personal data it enters, including for any sensitive personal information, that it has given required notices to data subjects, and that its instructions will not put TourNex in breach of applicable law.