23. LICENSOR OBLIGATIONS

23.1. Licensor shall prepare and submit to EVEN for inclusion on the Site a full written description (“Description”) of any Access and Merchandise that the Licensor wishes to offer in connection with Releases, including any applicable artwork or other Licensor Content, all relevant dates and timelines, and the terms on which Access and Merchandise of limited availability is allocated among Holders of the relevant Release (“Licensor Access and Merchandise Terms”).

23.2. Licensor must:

24.2.1. prepare and upload the Licensor Access and Merchandise Terms to the Site using the tools we make available; and 24.2.2 manage the apportioning, performance and delivery of Access and Merchandise between Holders, unless EVEN and Licensor have agreed in writing in advance that EVEN shall be responsible for fulfilment and production of the relevant Access or Merchandise, in a way that does not put EVEN in breach of any applicable law or regulation (including any applicable consumer, gambling or lottery laws) when such Licensor Access and Merchandise Terms are made available on the Site by EVEN and the Access and Merchandise are apportioned, performed and delivered to Holders by Licensor.

23.3. Licensor shall be fully and solely responsible for fulfilling all aspects of any and all Access and Merchandise associated with a Release, including any experiences such as meet-and-greets, Q&A sessions and listening parties (“Experiential Components”) in strict accordance with the Descriptions (including the commissioning, manufacture, quality control, regulatory compliance, and distribution of any Merchandise and the procurement, performance and delivery of any and all concert tickets, VIP experiences, meet and greets, and all related and necessary cooperation and communication with venues, agents, ticketing companies, providers of any travel or lodging products or services, providers of any food service or catering products or services, payments or contributions to unions, guilds, and any and all other costs and expenses incurred or expended in connection with Licensor’s obligation to provide each Experiential Component, it being acknowledged that each Release containing an Experiential Component will be capable of, subject to the terms and conditions of such Release and the nature of such Experiential Component(s), transfer by each subsequent Holder of each such Release, such that a different holder of an Release may exist with respect to one or more Experiential Components of such Release).

23.4. Licensor is responsible for any prize promotions that Licensor operates or provides via the Services. Prize promotions must comply with, must not put EVEN in breach of, and must not risk putting EVEN in breach of, applicable law (including all applicable gambling laws). Licensors must draft and provide to EVEN appropriate and legally compliant terms in respect of any prize promotion they operate or provide via the Services, which must include a provision that releases EVEN from any liability in respect of such prize promotion.

23.5. Licensor shall:

24.5.1. be responsible for the accuracy and content of the Licensor Content and Descriptions;

24.5.2. not breach or circumvent any laws, regulations, third-party rights or EVEN’s systems, services, policies, or determinations of your account status;

24.5.3. not upload, share or post false, inaccurate, misleading, deceptive, defamatory, or libelous Licensor Content or Descriptions to the Site;

24.5.4. not infringe the copyright, trademark, patent, publicity, moral, database, or other intellectual property rights (collectively, “Intellectual Property Rights”) of EVEN or any other person;

25.5.5. not upload, store, distribute, send, transmit, display, perform, make available, or otherwise communicate to the public anything to which Licensor does not hold the necessary rights;

25.5.6 ensure that the Release Period is not less than 30 days and is clearly communicated to all users; and

25.5.7 refund the purchase price of a Release to applicable Holders of such Release if: (i) such Release infringes the rights (including Intellectual Property Rights) of any third party; (ii) Licensor fails to perform any of its obligations in respect of such Release, including Licensor’s obligation to fulfil any Access associated with such Release; or (iii) EVEN requests that you do so for customer relations purposes in response to a complaint. Notwithstanding the foregoing and without limiting EVEN’s rights and remedies, EVEN shall have the right (but not the obligation) to make any such refund(s) on your behalf (and you hereby authorize us to do so) and deduct any such amounts from any fees or monies that we may from time to time owe to you and/or require you to pay such amounts on demand.

23.6. We reserve the right, in our sole discretion, to prohibit you from uploading Licensor Content. Although we are not required to monitor any Licensor Content, in our sole discretion we may remove Licensor Content that violates these Terms of Use without notice. EVEN may, in its sole discretion, monitor Licensor Content to detect and prevent fraudulent activity or violation of these Terms of Use.

23.7. If you wish to close your Licensor account or terminate this Agreement, you must send a written request with not less than 30 days’ notice to info@even.biz. We will implement such request, provided that you have: (i) fulfilled all Access and other obligations associated with your Releases; or (ii) refunded the purchase price of all Releases in respect of which you have not yet provided the relevant Access.

23.8. The obligations above are the “Licensor Obligations”.