G Herbo Fan Engagement Terms of Use

Effective as of August 27, 2017

1. Acceptance of Terms

Use of G Herbo’s fan engagement app, services from G Herbo’s fan engagement applications and platform from MYSEAT MEDIA INC (Collectively “MySeat”) is subject to the following Terms of Use, which may be updated from time to time without notice. By accessing and using G Herbo’s fan engagement app, services from G Herbo’s fan engagement applications and platform from MYSEAT MEDIA INC, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this "Agreement"). You recognize that you have the option to not use G Herbo’s fan engagement app, services from G Herbo’s fan engagement applications and platform from MYSEAT MEDIA INC should you not agree with any of the terms in the Agreement.

2. Description of Service

G Herbo's fan engagement app is a social network for finding out who’s joining events and where they are joining from, for taking part in the G Herbo’s fan engagement experience from different locations, for talking about G Herbo with your friends and fellow fans, for storing experiences and for creating and preserving memories, and for finding out what is going on in and around events and event venues. We provide access to G Herbo’s fan engagement app as described in this Agreement.

By creating an G Herbo's fan engagement app account, either through MySeat or a third party such as Facebook, Inc ("Facebook"), downloading a MySeat software application, or accessing and using MySeat, you confirm that: (1) you are at least 18 years of age and consent to enter into this Agreement or that you are 13 years of age or older and that you have received your parents' or guardians' consent to enter into this Agreement. Further, you agree that (2) any registration information you submit to MySeat is true, accurate, and complete, (3) you will update such information in order to keep it current, and (4) you agree to the terms and conditions of this Agreement.

When you sign up to MySeat, you may be asked to sign in using your Facebook account. You are entirely responsible for maintaining the confidentiality of your Facebook account and password. You agree to not use the account, username, or password of another user at any time or to disclose your password to any third party. You agree to notify MySeat promptly if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

MYSEAT MEDIA INC is under no obligation to accept any individual as a user, and may accept or reject any registration in its sole and complete discretion.

3. Mobile Service

You are required to have the most recent version of the MySeat mobile software application (the "Mobile Service") on your mobile handset in order to use the Mobile Service. The Mobile Service may be acquired only via the official channels authorized by MySeat. You agree that your access to and right to use the Mobile Service is expressly conditioned on your registering via the authentication process associated with the Mobile Service, which authentication process may include additional terms and conditions applicable to the Mobile Service and any such terms shall form part of this Agreement. Only devices that are supported by MySeat may be used to access the Mobile Service, and you agree that MYSEAT MEDIA INC has no obligation to support any particular make or model, whether or not such make or model is currently or was previously supported by MYSEAT MEDIA INC.

4. Public Information

MySeat has features to: (1) make your location publicly available (2) make your profile publicly available, (3) post comments that are publicly viewable by other MySeat users and others, and (4) in the future will integrate your activities on MySeat with functionalities offered by other third-party social networking services, for example connecting your MySeat account to your Facebook and/or Twitter accounts. Each time you post a new comment or perform a memorable action, it may be shared on other social networks. You agree that MySeat is not responsible for content both before and after it is shared.

5. Community Guidelines

By accessing and/or using MySeat, you hereby agree to comply with these rules:

• You will not use MySeat for any unlawful or unauthorized purpose;

• You will not submit false or misleading information;

• You will not use MySeat to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

• You will not access or use MySeat to collect any market research for a competing business;

• You will not upload, post, email, transmit, or otherwise make available any content that:

◦ infringes any copyright, trademark, right of publicity, or other proprietary rights or confidential information of any person or entity;

◦ is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another's privacy, or promotes violence; or

◦ discloses any sensitive information about another person, including that person's email address, postal address, phone number, credit card information, or any similar information;

• You will not "stalk" or otherwise harass another;

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

• You will not reverse-engineer, decompile, disassemble, modify or create derivative works based on MySeat or any part thereof; and

• You will not interfere with or attempt to interrupt the proper operation of MySeat through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to MySeat through hacking, password or data mining, or any other means.

We reserve the right, in our sole and absolute discretion, to deny you access to MySeat, without notice, and to remove any content or user from MySeat in our sole discretion, including, but not limited to, for behavior that does not adhere to these guidelines.

6. MySeat Content

MySeat contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of MYSEAT MEDIA INC (collectively referred to as the "MySeat Content"). The MySeat Content may be owned by us or by third parties. The MySeat Content is protected under international laws.

MYSEAT MEDIA INC hereby grants you, during your term as an authorized MySeat user, a limited, non-exclusive, revocable license to download MySeat software applications, to receive the MySeat Content made available through MySeat, and to make personal, non-commercial use of MySeat.

If you violate any part of this Agreement, your permission to access and/or use MySeat automatically terminates and you must immediately destroy any copies you have made of the MySeat Content.

The trademarks, service marks, and logos of MYSEAT MEDIA INC, including, without limitation MySeat (the "MYSEAT MEDIA INC Trademarks") used and displayed on MySeat are registered and unregistered trademarks or service marks of MYSEAT MEDIA INC. Other company, product, and service names located on MySeat may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with MYSEAT MEDIA INC Trademarks, the "Trademarks"). Nothing on MySeat should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance in writing. All goodwill generated from the use of the MYSEAT MEDIA INC Trademarks inures to MYSEAT MEDIA INC's benefit.

Elements of MySeat are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.

7. User Content and Publicity

Users of MySeat retain all copyrights and other intellectual property rights in and to their content that they post to MySeat ("User Content"). Users do, however, hereby grant MYSEAT MEDIA INC and our sublicensees a non-exclusive, perpetual, royalty-free, freely sublicensable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, advertise, publicly display, publicly perform, and otherwise use or exploit (including for profit) their User Content and all intellectual property and moral rights therein in any way and in any jurisdiction, in each case, by or in any means, methods, media or technology now or hereafter known or conceived. This license also allows other MySeat users to redistribute your User Content through MySeat. Users also hereby grant MYSEAT MEDIA INC and our sublicensees the right, but not the obligation, to use their User Content, username, and profile in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote MySeat and/or MYSEAT MEDIA INC Without limiting the foregoing, you acknowledge and agree that uses of your User Content, username, and photograph permitted by the foregoing rights and licenses may include the display of such User Content, username, and/or photograph adjacent to advertising and other material or content, including for profit.

If you submit User Content, each such submission constitutes a representation and warranty to MYSEAT MEDIA INC that such User Content is your original creation (or you otherwise have the right to provide and license the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph and that such User Content and its use by MYSEAT MEDIA INC and its content partners of such User Content as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory or obscene material.

As described above, MySeat makes it possible for you to post User Content on third-party websites. This use is accepted. Pages on such third-party websites that display User Content may provide a link back to MySeat.

8. No Warranties; Limitation of Liability

MYSEAT AND ITS COMPONENTS AND ANY OTHER MATERIALS PROVIDED ON OR THROUGH MYSEAT ARE PROVIDED "AS IS" AND "AS AVAILABLE." MYSEAT MEDIA INC MAKES NO WARRANTIES WITH RESPECT TO MYSEAT OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE, VIRUS-FREE, OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT MYSEAT MEDIA INC MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT: (1) MYSEAT MEDIA INC HAS NO CONTROL OVER (AND IS MERELY A PASSIVE CONDUIT WITH RESPECT TO) ANY USER CONTENT OR ADVERTISING THAT MAY BE SUBMITTED, PUBLISHED, OR SERVED ON MYSEAT, (2) MYSEAT MEDIA INC DOES NOT ENDORSE, SUPPORT, REPRESENT, OR GUARANTEE THE COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY USER CONTENT, ADVERTISING, OR OTHER COMMUNICATIONS POSTED VIA MYSEAT OR ENDORSE ANY OPINIONS EXPRESSED VIA MYSEAT, (3) MYSEAT MAY CONTAIN MATERIALS THAT MIGHT BE OFFENSIVE, HARMFUL, INACCURATE, DECEPTIVE, OR OTHERWISE INAPPROPRIATE, AND (4) YOU ARE SOLELY RESPONSIBLE (AND ASSUME ALL LIABILITY AND RISK) FOR DETERMINING WHETHER OR NOT SUCH MATERIALS ARE APPROPRIATE OR ACCEPTABLE TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYSEAT MEDIA INC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS, LICENSEES, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE MYSEAT; (2) ANY CONDUCT OR CONTENT ON MYSEAT, INCLUDING WITHOUT LIMITATION, ANY USER CONTENT; AND (3) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT MYSEAT MEDIA INC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. External Sites

MySeat may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

10. Indemnification

You agree to defend, indemnify, and hold MYSEAT MEDIA INC and its officers, directors, employees, subsidiaries, affiliates, agents, partners, licensees, and licensors harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or any of your representations or warranties given in this Agreement or your access to, use, or misuse of MySeat. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. Digital millennium copyright act

MYSEAT MEDIA INC respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement, which may be given under that Act is as follows:

Gordon Freedman
Freedman
55 Murray St., Suite 230, Ottawa, On, K1N 5M3 Canada
Tel: 613-274-7272
Telecopier: 613-274-7414
Email: legal@myseat.com

MySeat is based in Canada. We make no claims concerning whether MySeat content may be downloaded, viewed, or be appropriate for use outside of Canada. If you access MySeat or the content from outside of Canada, you do so at your own risk. Whether inside or outside of Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

12. Termination of the agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of MySeat, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of MySeat at any time without prior notice or liability.

13. Miscellaneous

Termination

Termination of this agreement shall not waive nor shall it terminate the following terms and provisions which shall remain in force and effect:

This Agreement is governed by the internal substantive laws of the Province of Ontario, without respect to its conflict of laws provisions. You expressly agree: (1) to submit to the exclusive personal jurisdiction of the courts within the province of Ontario; and (2) that MySeat shall be deemed a passive service that does not give rise to personal jurisdiction over MYSEAT MEDIA INC, either specific or general, in jurisdictions other than Ontario. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, said provision shall be severed from this agreement.

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by you and us in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.