Updated: Februrary 27th, 2017

A. Definitions

  1. Business Day(s): The use of the term Business Day(s) refers to a day comprising of Monday, Tuesday, Wednesday, Thursday, and Friday, excluding legal holidays.
  1. Buyer: A consumer who purchases Tickets for an Event listed and available for purchase in the Purplepass System.
  1. Days: The use of the term Days refers to calendar days.
  1. Event(s): Any live or recorded entertainment feature, sporting event, cultural attraction, or form of travel sponsored, promoted or hosted by User at the Venue for which attendance or passage is limited or restricted through the sale of Tickets.
  1. Online Sale(s): Any sale conducted from a microprocessor-based device, including but not limited to computers, kiosks, ATMs, televisions, HTTP- or SAP-based telephone devices, dumb terminals, personal digital assistants, analog or digital cellular phones, across a public or private data network, without the intervention of a human sales agent.
  1. Online Schedule: Database of Events maintained on the Purplepass System.
  1. Service Fees: Any amount charged to a Buyer in excess of the advertised face value of the Ticket for the convenience of purchasing Tickets through the Purplepass System. Service Fees are comprised of the Basic Service Fee, the Human Assistance Service Fee, and Retail Outlet Fee.
  1. Settlement: Payment by Purplepass to User of amounts due to User under the terms of this Agreement.
  1. Print-at-Home: A feature which allows the Ticket Purchaser to print a valid Ticket using any standard inkjet or laser printer.
  1. Purplepass System: All Purplepass proprietary technology, including but not limited to software and all Purplepass operated or contracted services that have or will be established by Purplepass for the purpose of selling, delivering, printing, or otherwise making Tickets available for sale. The Purplepass System includes, but is not limited to, the current customized, password-protected, world wide web application ("Application"), which can be accessed over the Internet by a user in order to perform operations related to Online Sales, call center sales, as well as any future modifications to the Application and any additions to the Application, such as other technologies developed or owned by Purplepass in the future relating to ticketing.
  1. Ticket: A printed, electronic, or other type of evidence of the right to occupy space at or to enter or attend an Event even if not evidenced by any physical manifestation of such right, such as a “smart card” or electronic bar code.
  1. Venue: Any building, facility, locale, point of departure, or geographic location associated with an Event.
  1. Will-Call: Tickets to be picked up or rights of admission to be claimed at the Venue box office or point of entry that have been purchased by Buyer.


Capitalized terms not specifically defined herein shall have the meaning ascribed to them in the Purplepass User Agreement.


B. Purplepass and User Responsibilities Regarding Maintenance of Online Schedule

  1. Purplepass Responsibilities: Purplepass shall provide User with documentation on the use of the Purplepass System, and User shall have access to the Purplepass System at no cost other than as listed herein, subject to the limitations stated herein. Purplepass shall also:
  1. Build User's initial Event on the Purplepass System together with User (e.g., step-by-step introduction to the Purplepass System with a client services representative via teleconference).
  2. Create all Venue seating-charts (for reserved seating Events).
  3. Create all price schedules to Events requiring a variety of price tiers within a single allotment of Tickets.
  4. Provide email technical support for the use of the Purplepass System on an as-needed basis and at the reasonable request of User.
  1. User Responsibilities: User acknowledges that an important advantage of the Purplepass System is its user-friendly and self-service features, and that User will take all reasonable efforts to become well versed in operating the Purplepass System and become an "independent user" of the Purplepass System. In connection therewith, User agrees to the following:


  1. User is responsible for its own Internet access. Purplepass bears no responsibility for service interruptions or functionality impairment caused by corporate "firewalls”, defects, or other problems or obstacles in a third party's software.
  2. User shall be solely responsible for operating the Purplepass software and for maintaining all aspects of its account, including but not limited to, maintaining its Online Schedule, building Events on the Purplepass System, proofing any Events built by or any Online Schedule updating done by Purplepass, amending Event builds, inputting Ticket prices, terminating sales for cancelled Events and retrieving Will-Call lists for all scheduled Events on sale through the Purplepass System and listed on User's Online Schedule. User agrees to be solely responsible for any and all errors made with regard to inputting Event information and maintaining its own Online Schedule and account.
  3. User shall follow all on-screen guidelines and instructions relating to Event data entry.
  4. User shall retrieve all account information from its online account via the Internet and shall not telephone Purplepass for accessible account information, unless extenuating circumstances exist (e.g., in the event of an ISP service interruption or outage).
  5. User shall complete the Client Information sheet attached to this Agreement as Exhibit A and to provide updates of the information on Exhibit A to Purplepass if any of the information becomes out-of-date.


  1. Data flow in the Purplepass System: Notwithstanding the self-service features afforded to User, Purplepass retains the right to control all content and listings entered into the Purplepass System.
  1. Purplepass Assistance in Maintenance of Online Events: In the event that User is unable to create or edit Event information for technical reasons, Purplepass agrees to update User’s Online Schedule at no additional cost provided that (i) Purplepass must receive all such updated Event listing information for User's Events via email or fax in a timely fashion, and (ii) User shall be solely responsible for alerting Purplepass of any and all errors made to the Event information. To help ensure the accuracy of Event listings, Purplepass will not update User's Online Schedule based on verbal requests.
  1. Changes and Cancellations: User shall promptly notify Purplepass via telephone, email, or fax, of any scheduling Changes, or line up changes, and/or cancellations for scheduled Events on sale through the Purplepass System and listed in User's Online Schedule. User is solely responsible for going onto the Purplepass System and stopping sales to its Events that have been cancelled.
  1. No Price Discrimination: User agrees that for all of its PRESALE Event Tickets sold on the Purplepass System, User will not charge a higher face value than User charges for the same Event Tickets sold through any other PRESALE purchase mode or location, including Tickets sold directly to the public. Ticket prices for daily deals or Tickets sold on the day of the Event are at the sole discretion of the User.
  1. Limited Use of Call Center: User agrees that Purplepass' call center shall be advertised for the sole purpose of purchasing Tickets to User's Events and not for general information regarding User's Events. User shall in no way advertise Purplepass or Purplepass' telephone number(s) as a source of general Event information.


C. Additional Fulfillment Services

  1. Delivery: In addition to Will-Call and Print-at-Home, Purplepass may, at its option, offer to deliver Tickets to Buyers via U.S. Mail, or UPS (or similar carrier), or electronic means. Purplepass’ standard charges for these delivery options shall apply and will be billed to Buyer, and Purplepass will retain all such proceeds; delivery charges are not refundable.
  1. Lost Tickets: In the event that a Buyer claims an order was lost in the mail, Purplepass will make a good faith effort to determine the validity of such a claim before it issues replacement Tickets. Any replacement Ticket issued by Purplepass must be picked up at Will-Call. In the event that replacement Tickets are issued by Purplepass as a result of being lost in the mail, User agrees that Purplepass will not be held responsible for the cost of replacement Tickets.


D. Purchaser Data/Use of Opt-Outs

Both User and Purplepass have rights in the personally identifiable information with respect to persons who actually purchased Tickets to User’s Events through Purplepass (“Purchaser Data”), subject to the terms hereof. Purplepass will solely retain rights in any other data that is collected by Purplepass by any means regardless of whether such data is redundant of Purchaser Data. Purplepass takes seriously its efforts to ensure the privacy rights of Ticket purchasers. User therefore agrees to use the Purchaser Data only in compliance with all applicable laws and administrative rulings and in accordance with User’s own posted privacy policies. Purplepass also requires that User include in any email communications that User may make based on the Purchaser Data a mechanism to provide the recipient with the right to “opt-out” from receiving further communications from User and that User honor such opt-out preferences.


E. Intellectual Property

  1. Purplepass System: Purplepass owns all proprietary rights in and to the Purplepass System, including patent, copyright, trade secret, trademark, trade dress, and other proprietary rights, including but not limited to the ticketing software, and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, whether made by Purplepass or any other party ("Purplepass’ Proprietary Rights"). User agrees that it will not take or permit any other person or entity to take any action that would jeopardize or otherwise be contrary to Purplepass’ Proprietary Rights, including but not limited to disassembling, cloning, decompiling, altering or reverse engineering.
  1. Brands: Except as otherwise provided, each Party owns all proprietary rights, including without limitation trademark rights, in their respective brands. Each Party agrees that, except as otherwise expressly permitted in this Agreement, it will not take any action that would infringe, dilute, or conflict with the other Party's ownership rights in its brands. Each Party grants the other Party the limited, revocable, non-exclusive right to use the other's logos, trademarks, and other branding for the sole purpose of promoting the services enumerated in this Agreement during the Term; provided, however, that: (i) the Party using the other Party’s trademarks shall not be in default of any obligation under this Agreement; and (ii) neither Party shall assign the right to use the other’s trademarks without the prior express written consent of the trademark owner, such consent will not be unreasonably withheld. Any purported assignment made in violation of this Section E2 will be void.  The rights to use the other’s trademarks provided in this Section E2 will not survive the termination of this Agreement.


F. Refunds

  1. Cancelled Events; Refunds: In the event that any Event for which Purplepass sold Tickets is cancelled, postponed, or modified (e.g., substitute acts) for any reason (each, a “Cancelled Event”), the Account Balance shall be held and made available for distribution by Purplepass to Ticket purchasers entitled to refunds for Tickets purchased from Purplepass for Cancelled Events. For purposes of this Agreement, the term “Account Balance” shall mean the amount of funds held at any time by Purplepass on account of Ticket sales for all Events, less the amount of Ticket sales proceeds which Purplepass is entitled to retain hereunder. User authorizes Purplepass to refund the Ticket price at the original point of purchase. It is agreed and understood that Purplepass is the Ticket selling agent of User and therefore Purplepass’ agreement to make any refunds as the agent of User is subject and limited to Purplepass holding or receiving from User the full amount of funds necessary to make refunds to all Ticket purchasers properly entitled to a refund.
  1. Chargebacks: User shall be responsible for any Chargebacks Purplepass receives from its merchant bank in connection with the Events for up to eighteen (18) months after the occurrence of an Event. Purplepass reserves the right to deduct Chargebacks from Settlements or to charge the Chargebacks to the User’s credit card or bank account via ACH in the amount of such Chargebacks. For purposes of this Agreement, “Chargebacks” shall mean the amounts that the merchant bank is charged back by a cardholder or a card issuer under the card organization’s rules (e.g. cardholder dispute, fraud, declined transaction, returned Tickets for Cancelled Events, etc.).
  1. Insolvency; Deficiency Amounts; Security for Repayment: User shall provide immediate written notice to Purplepass in the event it files any voluntary or involuntary petition under the bankruptcy or insolvency laws or upon any appointment of a receiver for all or any portion of User’s business or the assignment of all or substantially all of the assets of User for the benefit of creditors (each, a “Material Financial Event”). The Parties agree that this Agreement constitutes a financial accommodation by Purplepass to User as such term is utilized in 11 U.S.C. § 365. If at any time, the Account Balance is not sufficient to pay for anticipated refunds or Chargebacks, User shall deliver the amount of such deficiency (“Deficiency Amount”) to Purplepass no later than twenty-four (24) hours after notice by Purplepass to User. Purplepass shall have the right to offset any Deficiency Amount against any amounts held by Purplepass on behalf of User. User agrees that Purplepass shall be entitled to all attorneys’ fees and costs incurred in the collection process.
  1. Buyer Complaints: User agrees to grant refunds to all Buyers who request them for a period of 90 days after the Event occurs for Events that are rescheduled, if admittance is denied due to overselling, or if the advertised talent does not perform.
  1. Will-Call Errors on behalf of User: User agrees to grant refunds to any Buyer who appears on the Purplepass Will Call manifest but who is denied access to the Event due to human error on the part of any staff employed by User or Venue, or due to equipment failures, or Internet access problems experienced by User or Buyer.
  1. Withholding: Purplepass reserves the right to withhold up to five-percent (5%) of Settlement for any Event for a period of up to 90 days after the Event occurs to allow all returns and disputed charges to clear processing. If an Event receives customer service requests, including but not limited to early closure, talent not performing, location change, overcrowding, unusually long lines, or services not rendered, Purplepass reserves the right to withhold up to 100% of the Settlement for any Event for a period up to 90 days after the Event occurs to allow all returns and disputed charges to clear processing. Purplepass will release funds which Purplepass does not consider to be at risk of return or dispute. Unless the User opts to use their own merchant account, in which case User is authorized to disperse funds at their own discretion after Purplepass has received any fees due from the Tickets in question.
  1. Refund Fee: User agrees that Purplepass will be entitled to retain the Charges paid by User, Service Fees assessed, and any applicable shipping fees with respect to the initial sale of refunded Tickets.
  1. Other: User may authorize Purplepass to grant refunds for any other reason, at User's own discretion, and in such event Purplepass may deduct the amounts of such refunds from the Settlements. If refunds are requested after the Settlement, Purplepass is authorized to charge User via ACH or credit card for the costs.


G. Settlement

  1. Purplepass Processes Payments: The following terms only apply for payments processed through Purplepass’ merchant account.
  1. Purplepass shall collect all proceeds from Ticket sales, deposit them in an account maintained by Purplepass and remit the portion of such proceeds due to User less the amounts to which Purplepass is entitled pursuant to this Agreement.
  2. Payment shall be made by eCheck, wire, or traditional paper check payable only to User's name as set forth in this Agreement. Payment shall be issued via preferred method every Thursday, for all Events occurring on or before the previous Sunday. If Thursday is a National holiday, then payment shall be sent the next business day.
  3. A printed statement summarizing all account activity during the Settlement period shall accompany each payment. No statement or payment shall be issued if Events did not occur during Settlement period.
  1. It is agreed and understood that Purplepass shall not be liable to User for any damages, loss revenue, and/or other financial harm caused by the sale of counterfeit Tickets.
  1. Purplepass is authorized to initiate debit and/or credit to the checking or savings account indicated on the User’s profile (“Depository”). User acknowledges that the origination of ACH transactions to User’s account must comply with the provisions of U.S. law. This authorization is to remain in full force and effect until Purplepass has received written notification from User of its termination in such time and such manner as to afford Purplepass and Depository a reasonable opportunity to act on it.


H. Amendments/Entire Agreement

This Agreement shall not be changed, modified, or amended in any respect without the mutual written consent of both User and Purplepass. This Agreement, together with the Purplepass Use Agreement, contains the entire understanding between the Parties and supersedes all prior negotiations, representations, understandings, and/or agreements.  Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the Parties hereto and their successors and permitted assigns.  The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.


I. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions therein. Both User and Purplepass agree to personal jurisdiction in any action brought in any court, Federal or State, within the County of Riverside, State of California having subject matter jurisdiction over the matters arising under this Agreement. Any suit, action, or proceeding arising out of or relating to this Agreement shall only be instituted in the County of Riverside, State of California. Both User and Purplepass waive any objection which it may have now or hereafter to the laying of the venue of such action or proceeding and irrevocably submit to the jurisdiction of any such court in any such suit, action, or proceeding in the County of Riverside, State of California.


J. Binding Effect and Assignment

  1. The terms, conditions, provisions and undertakings contained in this Agreement, along with those contained in the Purplepass Use Agreement, shall be binding upon and inure to the benefit of each of the Parties and their respective successors and assigns.
  1. This Agreement may not be assigned by User without the prior written consent of Purplepass.


K. Representations and Warranties

  1. Each Party represents, warrants and covenants to the other that:
  1. It is duly organized and in good standing under the laws of its state of organization and has the requisite power to enter into and perform this Agreement;
  2. This Agreement has been duly authorized, executed and delivered by it and constitutes a valid, legal and binding agreement, enforceable in accordance with its terms;
  3. The entering into and performance of this Agreement will not violate any judgment, order, law, regulation, or agreement applicable to such Party or any provision of such Party’s charter or bylaws, or violate the rights of any third party, or result in any breach of, or constitute a default under, any other agreement to which they are a party, including, without limitation, any agreement of User’s for the sale or other disposition of Tickets for an Event;
  4. The individual executing this Agreement, and whose signature appears below is empowered to execute this Agreement.


  1. Purplepass represents, warrants, and covenants to User that:
  1. Purplepass owns and has title to the Purplepass System;
  2. The operation of the Purplepass System will be undertaken in a manner reasonably adequate for the performance of Purplepass’ obligations under this Agreement. Neither occasional short-term interruptions of service, which are not unreasonable under comparable industry standards, nor interruptions of service resulting from events or circumstances beyond Purplepass’ reasonable control, shall be cause for any liability or claim against Purplepass hereunder, nor shall any such occasion render Purplepass in default under this Agreement.


  1. User represents, warrants, and covenants to Purplepass that:
  1. User is an agent of each Venue at which any of its Events are held and is duly authorized in such capacity to execute and deliver this Agreement for ticketing services and/or software licensing and to schedule and present Events at the Venue;
  2. There is no existing exclusive agreement of understanding between User, and/or the Venue or the Venue's owner or operators and any third party respecting the sale of Tickets for any Event held at the Venue that would invalidate this Agreement;
  3. The number of Tickets put on sale for each Event does not and will not exceed legal, fire, or other restrictions of the Venue or of governmental agencies or laws.


L. Service Interruptions

Neither occasional short-term interruptions of service, which are not unreasonable under comparable industry standards, nor interruptions of service resulting from events or circumstances beyond Purplepass’ reasonable control, shall be cause for any liability or claim against Purplepass hereunder, nor shall any such occasion render Purplepass in default under this Agreement.


M. Limitation of Liability



N. Severability

If one or more provisions of this Agreement are held by a court of law to be invalid or unenforceable, such provisions or portions thereof shall be severed and the balance of this Agreement shall remain in full force and effect.


O. Indemnity

  1. User shall indemnify Purplepass and its parents, subsidiaries, successors, assigns, officers, directors, employees and agents (“Purplepass’ Indemnitees”) against and hold harmless from, any and all claims, damages, actions, losses, liabilities, costs and expenses, foreseen or unforeseen, of any kind, including attorney fees (“Damages”), imposed on, incurred by, or asserted against Purplepass’ Indemnitees occurring as a result of, or in connection with, a) any Event of Default under this Agreement by User; b) any Event held or scheduled to be held at the Venue; c) any use of the Purplepass System or d) User’s use of the Buyer’s profile information, except to the extent that any such claim relates to Purplepass’ gross negligence or willful misconduct with respect thereto.


  1. Purplepass shall indemnify User and its successors, assigns, officers, directors, employees and agents (“User’s Indemnitees”) against and hold harmless from, any and all Damages, imposed on, incurred by, or asserted against User’s Indemnitees occurring as a result of, or in connection with, a) any Event of Default under this Agreement by Purplepass; or b) any alleged patent, trademark or copyright infringement asserted against User’s Indemnitees with respect to User’s authorized use of the Purplepass System, except to the extent any such claim relates to User’s gross negligence or willful misconduct with respect thereto.


P. Assumption of Risk

User acknowledges and agrees that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk.


Q. Confidentiality

The Parties hereby acknowledge that, in the course of exercising their respective rights or carrying out their respective duties described in this Agreement, either may come into possession of certain confidential information about the other in which the other has a proprietary interest. The Parties hereby agree that such confidential information, which shall include the terms of this Agreement, shall be maintained by the Parties on a confidential basis and shall not be disclosed to any third party without the prior written consent of the other Party, except as required by law or a court order of competent jurisdiction. User agrees that in no event shall User reverse engineer, decompile, disassemble, or in any way alter any software related to the Purplepass system or whose code is proprietary to Purplepass.


R. Fax; Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original for all purposes. A facsimile of a signature shall be deemed as effective as an original for the purpose of this Agreement and any subsequent communications (e.g., amendments).


S. Termination

  1. This Agreement may be terminated by either Party in the event of any material default in or material breach of the terms and conditions of this Agreement by the other Party, after the other Party has received written notice of default and thirty (30) Business Days (or ten (10) Business Days, in the case of a monetary default) to cure such default (each such occurrence, after the expiration of such cure period, shall be an “Event of Default”); or the filing of any voluntary or involuntary petition against the other Party under the bankruptcy or insolvency laws of any applicable jurisdiction, which petition is not dismissed within sixty (60) days of filing, or upon any appointment of a receiver for all or any portion of the other Party’s business, or any assignment of all or substantially all of the assets of such other Party for the benefit of creditors.
  1. This Agreement may be terminated by Purplepass in the event any act by User which causes, or threatens to cause, any infringement of Purplepass’ Proprietary Rights (as defined in Section E1 above) or other property rights including without limitation, any copyright, license right, or trade secret right, and User fails to refrain from so acting within five (5) days after written notice from Purplepass.
  1. Upon the effective date of any termination or expiration of this Agreement, provisions regarding ownership of intellectual property rights, representations and warranties, confidentiality, indemnification, limitation of liability, jurisdiction and resolution of disputes shall remain in full force and effect; each Party shall immediately cease the use of the other Party’s intellectual property, including Purplepass’ Proprietary Rights; and each Party shall return, or at the other Party’s request, destroy all copies of Confidential Information, and all other property belonging to and/or received from the other Party.


T. Relationship of the Parties

Each Party is an independent contractor and not an agent or partner of, or joint-venturer with, the other Party for any purpose other than as set forth in this Agreement (e.g., Purplepass is the agent of User with respect to Ticket sales and distribution). Neither Party by virtue of this Agreement shall have any right, power, or authority to act, or create any obligation (express or implied) on behalf of the other Party.


U. Delays

Neither Party shall be liable or deemed in default, and no Event of Default shall be deemed to have occurred, as a result of any delay or failure in performance of this Agreement resulting directly or indirectly from any cause completely, solely, and exclusively beyond the control of that Party, including acts of God, fire, pandemic, hurricane, terrorism, accident, storm, flood, strikes or, laws, rules, regulations or orders of any governmental authority, acts of war (declared or undeclared) or conditions arising out of or attributable to war or substantial changes to regulatory conditions, unavailability of energy or transportation, or other conditions beyond the reasonable control of the Party or Parties hereto, but only for so long as such delay shall continue to prevent performance.


V. Notices

Any notices required to be given under this Agreement must be sent to each Party, in writing, at the address stated above  or at such address as may be provided by each Party in writing from time to time, by certified or registered mail, return receipt requested or by an overnight courier. Notices will be deemed effective (1) the day following sending if sent by overnight courier that guarantees next day delivery and provides a receipt, or (2) five (5) days after sending if sent by certified or registered mail. It shall be each Party’s obligation and duty to update and inform the other Party of any change in address for the purpose of providing that Party notice.


W. Resolution of Disputes

If a dispute arises out of or in connection with this Agreement, including any question regarding its existence, validity, performance, or termination (“Dispute”), and the Dispute cannot be resolved promptly through negotiation between the Parties, the Parties agree to try, in good faith, to settle the Dispute by submission to a third-party mediator for mediation only in the County of Riverside, State of California. If a mediator cannot be agreed upon, the mediator shall be appointed pursuant to the rules of the American Arbitration Association (“Rules”).

If the mediation does not result in a resolution of the Dispute, the Dispute shall be submitted to binding arbitration under the Rules of the American Arbitration Associations (the “Rules”). If there is a disagreement on the selection of the arbitrator, the arbitrator shall be appointed in accordance with the Rules. The place of arbitration shall be in te of Californiat day delivery and provides a receiptrising of either Monday, Tuesday, Wednesday, Thursday, and Friday, excl the County of Riverside, State of California unless otherwise mutually agreed to by the parties. The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party as part of the award. The award of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Except as provided below, neither Party may seek relief under this Agreement in the court of law.

Notwithstanding the foregoing, each Party acknowledges and agrees that a breach by the other Party arising from, relating to, or in connection with a Party’s intellectual property, including Purplepass’ Proprietary Rights (as defined in Section E1 above), will cause the non-breaching Party damage, for which the award of damages will not be adequate compensation.  Consequently, the non-breaching Party shall have the right to institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.


X. Binding Agreement

The terms, conditions, provisions and undertakings of this Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns; provided, however, that this Agreement shall not be binding until executed by each of the Parties.


Y. Legal Review

Each of the Parties has had the opportunity to have its legal counsel review this Agreement on its behalf. If an ambiguity or question of intent arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the Parties. The Parties expressly agree that the construction and interpretation of this Agreement shall not be strictly construed against the drafter.