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THIS TERMS OF SERVICE ("Agreement") is made between Up In Code, Inc., an Alberta corporation, with a principal place of business at 2800, 150 1 ST SW, Calgary, AB. (defined in this Agreement as the "Company," “Showpass, "Up In Code," "we," "us,"” or "our" ), and you, an individual, company, association, organization, trust, society or other person or entity (defined in this Agreement as an “Organizer”, "you", or "your").

Showpass is in the business of providing organizers, producers, promoters, presenters, and managers of Events (as defined below), services through which they can market and sell reservations, tickets, memberships, certificates, admissions, and confirmations (each, an “Item”) that allow the ticket holder or purchaser (each, a "Patron") attendance at, access to, or participation in, events, venues and other activities (each, an "Event"). You, as an organizer, producer, promoter, presenter or manager of an Event, are authorized to provide access to the applicable Items and Events (including the applicable venue).

This Agreement sets out the terms and conditions upon which we provide the Services (as defined below). By clicking on the “Login” or “Sign-up” button or by otherwise accepting or using any of the Services in any way, you represent that you have read and understand this Agreement, and our Privacy Policy published on our website at www.myshowpass.com/privacy-policy, which is incorporated by reference into this Agreement; that you expressly agree to, and consent to be bound by, all of the terms and conditions contained in this Agreement without modification (including, but not limited to, the Privacy Policy and any other policy incorporated by reference herein); and that this Agreement will have the same force and effect as a written contract executed and delivered between you and us.

1. OUR SERVICES AND RESPONSIBILITIES

Showpass will provide the following services ("Services") under this Agreement: (i) display and list your reservation form and other Items and your Events on Showpass’ website, located at the following world wide web address: http://www.myshowpass.com (the “Site”); (ii) accept and process, with respect to your Event,orders for tickets, virtual waitlist entries, and reservations, as well as your other Items, provide the Showpass payment processor described in Section 2.1 below with respect to your Event, and process all credit card and other payments for the applicable Items on your behalf; (iii) provide an accounting to you of our fees and charges for each ticket or other Item sold by us; (iv) provide a platform to provide distribution of ticket sales through your own agents and/or employees inclusive of tracking and processing ticket transactions, reservations, and other actions taking place on our Site; and (v) provide you with access to the Apple and Android based applications for Showpass.

The Services may incorporate, contain, or otherwise use or make available images, videos, text, music, information and other content, and software or other technology owned or licensed by Showpass from third parties (collectively, "Our Content"). Our Content may be protected by copyright, trade-mark, patent, trade secrets and other intellectual property rights and laws. As between you and Showpass, Showpass owns and retains all rights in Our Content and the Services. You will not remove, alter or conceal any copyright, trade-mark, service mark or other proprietary rights notices incorporated in or accompanying Our Content. You will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, use or otherwise exploit Our Content, except to the extent necessary for you to use or receive the Services and only as expressly permitted by Showpass. All rights of Showpass not specifically and expressly granted herein by Showpass are reserved by Showpass.

Notwithstanding any other provision of this Agreement, we reserve the right to decline your request for Services for any reason and without notice to you.

2.FEES, CHARGES, AND PAYMENT METHODS 2.1 OVERVIEW

Showpass charges a per-ticket or per-Item fee (as applicable) for our Services. Through the Showpass payment processor, Showpass charges a per-ticket or per-Item processing fee for ticket or Item sales and refunds. Showpass’ per-ticket or per-Item fee for ticket and Item sales and per-ticket and per-Item refund processing fee for ticket or Item refunds, together with any other payment referred to as a “Fee” in this Agreement, are collectively referred to as "Fees". You are responsible to pay us the Fees, and in addition we may deduct the Fees from your booking revenue as provided in this Agreement.

All Fees and any other monies contemplated by this Agreement are payable in Canadian Dollars, or in any foreign currency accepted by Showpass for Events, Items or service fees in another country or jurisdiction as shown on our Site.

2.2 USING SHOWPASS PAYMENT PROCESSOR

The Showpass payment processor provides for direct payment processing by Showpass of payments for tickets or other Items (including any amount associated with the payments). Through the Showpass payment processor, Organizers are assessed a processing Fee payable to Showpass in an amount equal to 5% of the discounted face value of each ticket or other Item sold, plus an additional $1.00 per ticket or Item sold. Such Fees are payable to Showpass on the date that the associated payment is collected through the Showpass payment processor. Using the Showpass payment processor: (i) Showpass will collect the payments for the tickets or other Items (including any amount associated with the payments) on behalf of you from the Patron; (ii) Showpass will deduct from all amounts held on your behalf, applicable Fees due to Showpass as and when such Fees become due and any other amount then due to Showpass for any reason, and following such deduction, will pay the balance to you either via cheque delivered by mail at the address that you provide to us through the Site, or, for Organizers utilizing the ACH/EFT Direct Deposit function, by Direct Deposit into the account you authorize. You represent and warrant that the mailing address and/or chequing account information provided to us is accurate and you will update this information as necessary to maintain its accuracy; and (iii) Showpass will use commercially reasonable efforts to submit payment for the balance due to you under paragraph (ii) above in respect of an Event within seven (7) business days after the date for the completion of the Event; provided that, Showpass reserves the right to withhold funds at any time as Showpass in its sole discretion determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies. Without limiting Showpass’ right to withhold any funds for such period as it determines is necessary, this withholding will generally amount to approximately 10% of all sales, for possible refund purposes, to be returned after seven to 14 days after the Event. Showpass’ obligation to pay any amount to you is subject to Sections 2.3 to 2.6 inclusive and Section 3.

2.3 REFUNDS.

It is your responsibility to communicate your refund policy to Patrons. In the event of cancelled or postponed Events, your refund policy will be superseded by Showpass’ refund policy as described in Subsection (2.3)(ii) below. You will ensure that your refund policy is consistent with the terms of this Agreement, the payment and refund processes included in the Services, and all applicable legal, regulatory and other governmental requirements. All communications or disputes regarding refunds are between the Organizer and the Patron, and Showpass will not be liable to you or to any Patron for any decision to issue or not issue refunds.

Notwithstanding any other provision of this Agreement, Showpass will not provide refunds of any amount on account of Fees, except in its discretion pursuant to Section 2.3(iii). If you want to issue a refund for Fees to Patrons, or if you are required to issue a refund for Fees pursuant to Subsection 2.3(ii) below, it is your sole responsibility to issue the payment on account of Fees directly to your Patrons or submit payment to Showpass of the amount on account of Fees prior to Showpass refunding that amount to Patrons. Showpass charges a per-ticket or per-Item refund Fee for all refunds processed through our payment processor equal to 5% of the original, non-discounted price of the applicable ticket or other Item (the “Refund Fee”).

(i) Individual Refunds. If a Patron desires to request a refund (other than a refund for a Cancellation (as defined below)), the Patron must request the refund from the Organizer. If the Organizer desires to fulfill the request, the Organizer can utilize the Services or contact Showpass to process the refund, in which case the Refund Fee will apply. Showpass will use commercially reasonable efforts to process refunds issued and requested to be issued by the Organizer in a timely manner after the Organizer authorizes the issuance of the refunds and provides to Showpass sufficient amounts, in immediately available funds (including amounts on account of Fees due or paid to Showpass), to process the refunds. Showpass will not provide individual refunds which have not been authorized and funded by the Organizer in accordance with this provision and will not refund Fees due or paid to Showpass.

(ii) Canceled or Rescheduled Events or Items. No payments will be made to an Organizer from Showpass with respect to any Item or Event that is cancelled, removed, discontinued, or otherwise not proceeding (or for which the Organizer otherwise authorizes a refund) (a “Cancellation”). In the event of a Cancellation, Showpass will invoice the Organizer for an additional amount equal to all Fees (including the Refund Fee) due or paid to Showpass for such Items or Events (the “Fee Amount”), which invoice shall be due seven] [7) days from the invoice date. Showpass will thereafter process refunds to Patrons as follows: (a) upon payment of the Fee Amount in full and provided the Organizer’s balance held by Showpass following such payment (after deduction by Showpass of any amounts then owing to it by the Organizer) is available and sufficient to fund a full refund to Patrons, Showpass will, as soon as practicable, issue a full refund to Patrons; (b) upon payment of the Fee Amount in full but the Organizer’s balance held by Showpass following such payment (after deduction by Showpass of any amounts then owing to it by the Organizer) is not sufficient to fund a full refund to Patrons, Showpass will, as soon as practicable, issue a partial refund to Patrons to the extent the Organizer’s balance (net of deductions) is available to fund such partial refund; and (c) if the Organizer fails to pay the Fee Amount to Showpass when due, Showpass will, as soon as practicable (after deduction by Showpass of any amounts then owing to it by the Organizer), issue a partial refund to Patrons to the extent the Organizer’s balance (net of deductions) is available to fund such partial refund, and in each case Showpass will have no further liability or obligation to the Organizer or any Patron with respect to any such refund or any Cancellation. In no event will Showpass be obligated to utilize its own funds to fund any refund. If an event is rescheduled, Showpass will use its sole discretion to determine whether it is considered a Cancellation and therefore subject to the refund policy described in this subsection

(iii) Notwithstanding the foregoing, you acknowledge and agree that, to protect its reputation and the integrity of the Site, Showpass will have the right (but not the obligation) to force or provide a refund to Patrons of any or all amounts paid for tickets or other Items at any time for any reason or no reason, including, but not limited to, if Showpass receives complaints from a substantial number (as determined by Showpass in its sole discretion) of Patrons with respect to an Event or Items, or Showpass determines in its sole discretion that the Organizer has engaged in any fraudulent activity with respect to, or made any misrepresentations to, any Patron or Showpass in respect of any Item or Event. Such refund may include an amount on account of Fees as determined by Showpass in its discretion. Showpass will have no liability whatsoever to an Organizer in connection with or arising from any such decision to force or provide refunds, and you will promptly reimburse Showpass for any amount refunded by Showpass on account of Fees and promptly pay to Showpass the Refund Fee.

2.4 CREDIT CARD CHARGEBACKS

Any credit card chargebacks initiated by a Patron for any reason with respect to an Item or Event will be charged back to the Organizer. Showpass in its sole discretion will either (i) deduct such costs from such Organizer’s outstanding balance, whether for that particular Event or for any other Event that such Organizer lists through the Services; or (ii) send an invoice to such Organizer for such costs to the extent such balance is insufficient to cover such costs. If payment for such invoice is not received by Showpass within thirty (30) days after the invoice date, Showpass reserves the right, at Showpass' sole discretion, to terminate this Agreement. All communications and disputes regarding chargebacks are between the Organizer and Patron, and Showpass will not be responsible or liable in any way for credit card chargebacks.

2.5 CONFIRMATION.

Upon receipt of a credit card authorization from each individual purchaser, Showpass generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by Showpass through the Services (and not returned or voided), and it is your responsibility to verify the applicable Patron's membership status, confirmation number and/or any restrictions prior to the any admission. If we learn that you are not honoring our commitments, we reserve the right, in our sole discretion, to terminate this Agreement.

2.6 OVERDUE AMOUNTS.

In the event that you do not pay to Showpass any amount required to paid by you under this Agreement on the date such amount is due (or if no due date is expressed, upon demand by Showpass), Showpass will be entitled to recover from you, in addition to any amounts otherwise owing, its reasonable costs of collection, including, but not limited to, collection agency fees, reasonable attorneys' fees, and court costs. Any amounts not paid when due shall thereafter bear interest, both before and after judgment, at an annual rate equal to the prime rate of the Royal Bank of Canada, Main Branch, Calgary, AB., plus 3%.

3. TAXES; WITHHOLDING.

You are responsible for (and will indemnify and hold harmless Showpass from and against) all taxes or other governmental charges in connection with the provision of the Services including, but not limited to, any sales of any Item or in connection with any Event (excepting taxes based on Showpass' net income) including, but not limited to, any GST, PST, HST or amusement tax. It is your responsibility to know if any applicable laws apply to you and to adjust the price accordingly to account for your payment of these taxes.

If Showpass determines that it is required to collect, remit or pay any such taxes or other charges in connection with the provision of the Services including, but not limited to, any sales of any Item or in connection with any Event, it may deduct such amounts from any amount payable to you under this Agreement or invoice you for such taxes or other charges, which invoice will be payable within thirty (30) days after the invoice date. Showpass reserves the right to withhold the payment of any amounts owed to you hereunder if Showpass suspects or determines that such amounts have been generated in (i) a fraudulent manner or in a manner involving misrepresentation, (ii) breach of this Agreement, or (iii) violation of any federal, provincial, or local laws, or any applicable foreign laws.

4. ITEM RESTRICTIONS

When submitting your Items or Events to Showpass to be listed on our Service, it is your responsibility to provide to us any restrictions associated with any such Item or Event. Any Item or Event that requires a restriction for admission, usage, including, but not limited to, age, school or organizational affiliation, or other characteristics or requirements, must be clearly stated by you upon submission to us. It is your responsibility to ensure that such restriction is lawful and does not violate any federal, provincial, or local laws, or any applicable foreign laws, prior to submitting the Item or Event to us.

5. ACCESS

You understand and agree that the Site and the Services may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our reasonable control or which are not reasonably foreseeable by us, such as acts of government, the malicious or criminal acts of third parties or the provision of necessary infrastructure to us including, but not limited to, internet services. Showpass will not be liable to you or any Patron for any damages, losses, liabilities, costs or expenses arising in connection with the Site or the Services being inaccessible or inoperable.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant the following: (i) you are an organizer, producer, promoter, presenter, or manager of the Event; (ii) you have the authority and right to offer, sell, and honor the tickets and other Items listed on our Site as well as to provide lawful admission to any Event relating to any such tickets or other Items or listed on our Site and any venue associated with the Event; and (iii) your account itself and any material or content provided by you to us for use on our Site or in connection with the Services are not (and do not contain, promote, or link to material or content that is) pornographic, defamatory, grossly offensive, harassing, malicious, illegal, or otherwise objectionable, does not infringe or violate (or contain, promote or link to material or content that infringes or violates) the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law, and does not constitute a violation of any federal, provincial, or local laws or any applicable foreign laws.

7. MISREPRESENTATION

All Items and Events must be accurately and truthfully described when you submit Items and Events to Showpass to be posted on the Site. If we determine, in our sole discretion, that you misrepresented any Item or Event to us or any Patron, or engaged in any fraudulent activity with respect to any Item or Event, we may remove any such Items or Events and may issue a refund to customers pursuant to Section 2.3(iii) of this Agreement, and, in addition, we may terminate this Agreement.

8. TECHNICAL SUPPORT

Showpass will provide technical and other customer support to Organizer by which you can obtain technical assistance in dealing with any difficulties which may arise in connection with your use of our Site. Organizer can access support at support@Showpass.com. We attempt to provide such support in a timely manner, but make no guarantees that we will respond to your inquiry by a particular time.

9. CONFIDENTIALITY AND NON-DISCLOSURE

You understand and acknowledge that Showpass is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledge that the services which we perform involve the furnishing of Confidential Information to you including, but not limited to: (i) customer names, mailing addresses, and other personally-identifiable information; (ii) sales; (iii) market demographics; (iv) pricing; and (v) business strategy, and that the goodwill and competitive position of Showpass depend, in part, upon you keeping such Confidential Information confidential. You agree to use your best efforts to protect our Confidential Information and to implement security measures to keep said Confidential Information confidential. Except pursuant to court order or the prior written consent of us (which consent may be unreasonably withheld), you agree that you will not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by us. If you are requested or required to disclose Confidential Information pursuant to legal proceedings, you will promptly notify us so that we may prepare a response to said legal proceedings and you will cooperate with our efforts to obtain a suitable protective order.

10. NON-SOLICITATION

You agree that you will not solicit or contact for the purpose of soliciting, or assist anyone else in soliciting or contacting for the purpose of soliciting, via e-mail or through other means, any of our customers (including, but not limited to, any Patron or Organizer you interact with through the Site or the Services) in order to purchase, buy, acquire, or obtain any other product, service, or other solicitation, or for the purpose of terminating, altering, or in any way modifying our customers' relationship with us.

11. PROMOTION

Organizer will use reasonable efforts to create, produce, and distribute marketing and promotional materials, and/or otherwise create marketing and promotional campaigns.

12. TERMINATION

(A) TERMINATION BY SHOWPASS

Showpass may terminate this Agreement at any time on notice to you (a) due to your violation or breach of this Agreement; (b) due to your misuse or abuse of the Services (including, but not limited to, the use of any objectionable or unlawful content in Showpass’ sole discretion); or (c) if allowing you to use the Services would result in the violation of any federal, provincial, or local laws, or any applicable foreign laws.

(B) TERMINATION ON NOTICE

Either party hereto may terminate this Agreement at any time upon notice to the other party hereto.

(C) EFFECT OF TERMINATION

Upon any termination of this Agreement pursuant to Section 12(A) or (B) or pursuant to any other provision of this Agreement, Showpass will cease providing any Services to you, including, but not limited to, removing all of your Events and Items from our Site. Any such termination of this Agreement will be without liability or obligation to Showpass whatsoever, other than any obligation to pay any amounts then owing to you (net of Fees) in respect of sales of tickets or other Items pursuant to this Agreement.

(D) SURVIVAL

All terms and conditions of this Agreement which by their nature should survive the termination of this Agreement, including, but not limited to, obligations to pay any amount, obligations to indemnify, limitations or disclaimers of liability, non-solicitation obligations, provisions relating to governing law and attornment to jurisdiction, and provisions relating to protection or licensing of intellectual property and confidentiality provisions will survive any termination of this Agreement.

13. REFERENCES

You may provide images, event descriptions and other information or content, which may include your registered and common law trademarks, (collectively, “Your Content”) to be used by Showpass in connection with the Services. You hereby grant to Showpass a non-exclusive, royalty-free, worldwide, assignable, sub-licensable right and license to use, store, display, reproduce, modify, create derivative works, perform and distribute Your Content for the sole purpose of providing the Services to you.

In addition, you grant us a non-exclusive, royalty-free, worldwide, assignable, sub-licensable right and license to reproduce and use your individual, company or organizational name, logos and trademarks (and to authorize our service providers and media outlets to do so) in advertising or promotional materials, in any and all media (including, but not limited to, print and Internet), whether now or hereafter existing, for the purpose of referring to you as a Showpass customer and/or describing our services for you. We will not make any representations on behalf of your business.

14. AMENDMENT

Showpass may, in its sole discretion, amend, modify or amend and restate, any of the terms or conditions of this Agreement (or any policy, agreement or other document incorporated by reference in this Agreement) at any time (“Amendments”). Amendments will be posted to the Site with a change to the updated date at the top of this Agreement. Amendments will be effective upon the earlier of seven (7) days from the posting of the Amendment to the Site or the day on which we provide you notice of the Amendment. It is your responsibility to check for Amendments periodically. Your continued use of the Services following the effectiveness of any Amendments constitutes your express agreement to, and consent to be bound by, such Amendments, which Amendments will have the same force and effect as a written contract executed and delivered between you and us. If you do not agree to any Amendments, you will cease using the Services. Other than as set forth in this Section, this Agreement may only be amended, modified or amended and restated through a written agreement entered into by you and us.

15.INDEMNIFICATION AND LIMITATIONS

(A) INDEMNIFICATION

You agree to defend, indemnify and hold Showpass, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (i) your improper use of the Services; (ii) your breach of this Agreement; (iii) any Item or Event or the provision of Services by Showpass with respect thereto; and (iv) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party. This indemnification will not apply to the extent that the Claim arises solely out of Showpass’ gross negligence or willful misconduct. Showpass will provide notice to you of any such Claim, provided that the failure or delay by Showpass in providing such notice will not limit your obligations.

(B) LIMITATIONS

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHOWPASS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, SHOWPASS, AND ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, LICENSORS, PAYMENT PROCESSING PARTNERS, OTHER PARTNERS AND EMPLOYEES, WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR ANY OTHER SUBJECT MATTER FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF

SHOWPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) ANY OF YOUR CONTENT OR ANY CONTENT OF ANY PATRON OR OTHER USER OF THE SERVICES, OR (IV) ANY MATTERS BEYOND SHOWPASS’ REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF SHOWPASS TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS, THE MAXIMUM AGGREGATE LIABILITY OF SHOWPASS, ITS PAYMENT PROCESSING PARTNERS, AND LICENSORS FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WILL BE LIMITED TO THE GREATER OF (X) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, THE FEES (NET OF SHOWPASS PROCESSING FEES) THAT YOU PAID US IN THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (Y), ONE HUNDRED CAD. DOLLARS (CAD$100.00).

16. NOTICE

Showpass may give any notice to you regarding the matters contemplated by this Agreement in writing by mail, personal delivery, courier or e-mail and addressed to you at the address contained in Showpass’ records. Showpass may also give such notices to you through the Services.

Notices from you to Showpass regarding the matters contemplated by this Agreement will be given to Showpass by mail, personal delivery, courier or e-mail at the address of Showpass’ head office in Calgary, AB. as shown on its website (www.myshowpass.com), Attn: Customer Service.

Any notice is deemed to be given and received (i) if sent by mail, personal delivery or courier, on the date of delivery if it is a business day in Calgary, Alberta (“Business Day”) and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by e-mail, at the time of confirmation of transmission if it is a Business Day and the transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day, or (iii) if given by Showpass through the Services, at the time of such notice is transmitted through the Services if it is a Business Day and the transmission was made prior to 4:30 p.m. (local time in the place of receipt) and otherwise on the next Business Day. A party hereto may change its address for service from time to time by providing a notice in accordance with the foregoing.

17. INDEPENDENT CONTRACTOR

This Agreement does not constitute and will not be construed as constituting a partnership, joint venture, principal/agency relationship or employer/employee relationship between the parties. You and Showpass will at all times remain independent contractors of each other, and neither party will represent itself to be an agent or employee of the other. Each of the parties hereto will pay all wages, salaries and other amounts due to its respective employees and will be responsible for all obligations respecting such employees relating to income tax withholdings, employment insurance premiums, worker’s compensation, health care and pension plan contributions and other similar responsibilities.

18. GOVERNING LAW, JURISDICTION

This Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Each of the parties hereto irrevocably attorns and submits to the exclusive jurisdiction of the Alberta courts situated in the City of Calgary and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

19. RULES OF CONSTRUCTION

The parties hereto waive the application of any law or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document.

20. SEVERABILITY

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement will be modified so as to effect the original intent of this Agreement as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto with respect to the provision and use of the Services and all other transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.