PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS THE USER’S LEGAL RIGHTS. Last updated [December 22, 2023] These Terms and Conditions (hereinafter – “Terms”), along with Deep Tech Minimal LLC (hereinafter – “Company”) Privacy Policy, govern your use of the Website. These Terms constitute a legally binding agreement between you and the Company. For this Terms:

1. “Company”, “we”, “our”, and “us” means the company that is an owner of this Website. The name of the company: Deep Tech Minimal LLC with its registered address in Texas, United States.
2. “Customers” means consumers using our Services for any reason, including to consume information and/or attend events.
3. “Officers” means the Company’s officers, directors, employees, consultants, affiliates, subsidiaries, and agents.
4. “Promoters”, “you”, and “your” means an event creator using our Services to create Customer events.
5. “Services” means the possibility of buying tickets to events posted on our Website.
6. “User”, “you”, and “your” means any individual or legal entity who is using our Services or visiting our Website.
7. “Website” means a ticketing and event platform with a domain address https://deeptechminimal.com/, which contains our Services and their description.

• ELIGIBILITY

1.1 By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years old; users under this age must obtain parental consent to use the Website and Services; (ii) that you have not previously been suspended from or banned from the Website; (iii) that your use of the Website complies with applicable laws and regulations. 1.2 If you are using the Services on behalf of an entity (such as your employer), you agree to these Terms on behalf of that entity and its affiliates, provided that you have the authority to do so. In that case, “User” “you”, and “your” will refer to both yourself and that entity.

• LICENCE GRANT TO THE COMPANY AND COMPANY ACTIVITY

2.1 By providing personally identifiable information (hereinafter – “Files”) through the Website or other electronic communications, you grant us permission to process all your Files.  2.1.1 These Files can be automatically downloaded from your end by the Website with Cookies (regulations of Cookies described in the Company’s Privacy Policy). 2.2 The Company guarantees that all Files will be used only for data processing purposes by the Website, and no third party will have access to your Files without your explicit permission. 2.3 Our Website offers a comprehensive events management system that enables seamless connections between Promoters and Customers through unforgettable live experiences. With our Services, Promoters can effortlessly create, publish, and manage online or in-person events, sell tickets, receive donations, and maintain Customer engagement. 2.4 Our involvement:

• As a Website platform, our primary role is to assist event Promoters in managing ticket sales and registrations, as well as promoting their events to customers through our platform. However, it is important to note that it is the sole responsibility of the Promoter to ensure that their event and any page displaying the event comply with all applicable laws, rules, and regulations. Moreover, the Promoter is responsible for ensuring that any goods or services described on the event page are delivered accurately, satisfactorily, and in compliance with all applicable laws.
• Customers must use the payment processing method selected by the Promoter to collect payment. For more information about payment processing methods, please refer to the Merchant Agreement.
• If the Promoter chooses to use our Payment Processing (PayPal or Stripe), we act as the Promoter’s limited agent to process payments from Customers on their behalf using our third-party payment service providers. However, if the Promoter selects Facilitated Payment Processing (defined in the Merchant Agreement), we transmit the Customer’s payment details to the Promoter’s designated payment provider, but we do not process the transaction.

• TERMINATION OF USE, DISCONTINUATION AND MODIFICATION/UPGRADING OF THE WEBSITE

3.1 The Company reserves the right to modify, upgrade, or discontinue the Website and its Services at any time. This includes the removal or restriction of some Services items, without prior notice to you. 3.2 The Company shall not be held liable for any changes made to the Website, Services, or any suspension/termination of your access to the Services. 3.3 The Company has the right to restrict your access to the Website without notice if it detects any violations from you or related third parties. In such cases, you will not be entitled to a refund, ticket return, or access restoration. 3.4 The Company has the right to restrict your access to the Website if it detects any unauthorized software modifications from your end. 3.5 As a user, you have the right to delete your account and all personal information from our Website at any time via your personal account.

• THIRD-PARTY’S LINKS

4.1 The Website may contain links to third-party web sources. Such linked websites are not under our control, and we are not responsible for their content or their services. 4.2 The Company has the right to cooperate with third parties and provide your personal data to third parties without your written permission if you use/click the third party’s link on the Website.

• OWNERSHIP; PROPRIETARY RIGHTS OF THE COMPANY

5.1 The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements or files of the Company, materials of the Website (hereinafter – “the Materials”) provided by the Company are protected by all relevant intellectual property and proprietary rights and applicable laws.  5.2 All Materials on the Website are the property of the Company. 5.3 If the Website contains any materials, interfaces, logos, designs, products, or something else that is not the intellectual property of the Company and the Company doesn’t have licenses for using it, the licensor has the right to request to delete its intellectual property from the Website according to the procedures defined in the Digital Millennium Copyright Act (hereinafter – “DMCA”) and/or Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC (hereinafter – “EUCD”). 5.4 The Company doesn’t claim to be the owners or representatives of the trademarks, brands and intellectual properties of other sides and remains the property of the original copyright owners. 5.5 Except as expressly authorised by the Company in writing, you may not use the Materials.  5.6 The Company reserves all rights to the Materials not granted expressly in these Terms. 5.7 The Company has the right to use all or part of the brand and/or logo from the event or concert to which the tickets are related.

• PROHIBITED USE

6.1 As a user of the Website, you agree to use it for lawful purposes only and comply with these Terms. You must not use the Website in a way that could harm, disable, overload, disrupt, or impair the Company’s servers, APIs, or any connected networks. You are also prohibited from interfering with other Users’ use and enjoyment of the Website. 6.2 You must not transmit any viruses, worms, defects, trojan horses, or any other malicious items using the Website. Additionally, you must not exceed or attempt to exceed any limitations on the Website or use it in any other way that violates the Company’s documentation or user manuals. 6.3 You and any third parties are not authorized to access any websites, computer systems, or networks connected to the Company’s servers through hacking, password mining, or any other unauthorized means. You must not attempt to obtain any materials or information through any means not intentionally made available through the Website. 6.4 You must comply with all applicable state, local, and international laws and regulations when using the Website, including those regarding the export of data or software to and from the United Kingdom, the European Union, the USA, or other countries, and intellectual property rights according to the DMCA and EUCD.

• INDEMNITY You agree to be responsible for using the Website, and you agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (hereinafter collectively, “the Officers”) from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:

(i) your access to, use of, or alleged use of the Website;  (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein or any applicable law or regulation;  (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or  (iv) any disputes or issues between you and any third party. The Company reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations concerning such matter), and in such case, you agree to cooperate with our defence of such claim.

• DISCLAIMERS, NO WARRANTIES

1. The Website is provided to you on an “as is” and “as available” basis. The Company does not have any obligation to monitor, control, or vet the content or data appearing on the Website.
2. You may use the Website at your own discretion and risk, and you are solely responsible for your usage of the Website.
3. The Company does not make any claims or promises regarding the quality, accuracy, or reliability of the Website. The Company expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
4. The Company does not offer or provide any physical products or property.
5. We will support you in any disputes with the counterparty if you bought or sold the Services on our Website.
6. The Company reserves the right to delete some Services item(s) from our Website at our sole discretion without prior written notification.
7. Some events may carry inherent risks, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry the risk of illness, bodily injury, disability, or death, and you freely and wilfully assume those risks by choosing to participate in those events.
8. When you attend an event hosted by us, you waive any and all claims and causes of action against the Company’s Released Parties, the event producers and presenters, and their insurers, for liability, including for personal injury, property damage or wrongful death in connection with your attendance of the event.
9. These disclaimers in the Terms apply to the maximum extent permitted by law. If any warranties are required by applicable law, they will be limited to the shortest duration allowed.

• LIMITATION OF LIABILITY

9.1 The Company shall not be held liable to you or any third party for any damages arising out of or in connection with your use of the Website or any materials or services provided on the Website. The damages could be direct, indirect, incidental, special, consequential, or punitive, regardless of whether the Company has been informed about the possibility of such damages. These damages could be based on warranty, contract, tort (including negligence), statute, or any other legal theory. 9.2 The Company is not responsible for any services provided to you by any third party that is advertised on the Website. 9.3 The Company shall not be held responsible for any risks associated with your information, account, or accounts on other sources if you have shared your data. 9.4 By using the Website and the Company’s Services, you accept full responsibility for any consequences that may arise.

• GOVERNING LAW AND ARBITRATION

10.1 These Terms will be governed by the laws of the State of Texas, the United States, without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and the Company agree to submit to the personal and exclusive jurisdiction of the State of Texas, the United States courts to litigate all such disputes. 10.2 Arbitration Process. If there is ever a disagreement or dispute between us that our customer support team cannot resolve, we agree to settle it through binding arbitration or small claims court. This applies to all disputes and claims related to these Terms, your use of the Services, or our relationship. The appointed arbitrator will have the authority to provide all possible relief that would be available in a court. However, all arbitrations and small claims proceedings will only proceed on an individual basis. Neither of us can attempt to resolve a dispute with the other as part of any class, consolidated, or representative proceeding, except as allowed in clause 10.9. This arbitration provision will continue to be valid even after the termination of these Terms and any other agreement between you and us. The Federal Arbitration Act governs the interpretation and enforcement of this section. 10.3 Applicability.

1. This agreement to settle disputes through arbitration applies to all legal disagreements between you and us. This includes, but is not limited to: (i) all claims related to any aspect of the relationship between you and us, regardless of whether they are based on contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) all claims that arose before this agreement or any prior agreement (including claims related to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.
2. Notwithstanding this agreement to arbitrate, you or we may choose to bring: 

1. An action on an individual basis in small claims court (to the extent the applicable claim qualifies); or 
2. Enforcement actions, validity determinations or claims relating to theft, piracy or unauthorized use of intellectual property in state or federal court in the U.S. Patent or Trademark Office to protect your or our Intellectual Property Rights. “Intellectual Property Rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
3. In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Privacy Shield Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.

10.4 Selection of Arbitrator. We have both agreed to use the “rank and strike” process to select an arbitrator. According to this process, the American Arbitration Association (AAA) will suggest at least ten candidates who are suitable to serve as the arbitrator. We will each provide a written response to AAA, without copying one another, in which we will (i) “strike” up to three of the candidates, that is, remove them from further consideration, and (ii) rank the remaining candidates in order of preference. AAA will calculate the average of each of our rankings for each arbitrator and select the candidate with the highest rating as the arbitrator. 10.5 No Class Actions. You and the Company have agreed that any claims against each other will be in an individual capacity and not as a plaintiff or class member in any class or consolidated proceeding. The arbitrator is not allowed to consolidate more than one person’s claims and cannot preside over any form of class, consolidated or representative proceeding except as provided for in section 10.9. If warranted, the arbitrator may issue all of the same relief that would be available in court, including public injunctive relief, in favor of the party seeking such relief, but only to the extent authorized by law and warranted by the party’s claims. Both parties acknowledge that different arbitrations may present overlapping factual or legal issues. Therefore, to the fullest allowable extent and subject to Section 10.9, if one of the parties initiates an arbitration against the other and we determine that such arbitration presents one or more questions of fact or law that are also at issue in a pending arbitration between a third party (a “Similar Arbitration”) and us, the arbitration involving you will be assigned to the same arbitrator presiding over the Similar Arbitration and/or be paused until the Similar Arbitration is resolved, at our request. However, any rulings in any Similar Arbitration will not be binding in the arbitration involving you. 10.6 Dispute Notice. Before initiating arbitration, the party must send a written Notice of Dispute to the other party. The Dispute Notice intended for the Company must be sent to the Company by certified mail. If you are the recipient of a Dispute Notice, it will be addressed to your current mailing, home or payment address on record with the Company and must be sent by certified mail. If the Company has no records of a physical address, the Dispute Notice may be delivered to your Company account email address.  The Dispute Notice must clearly describe the nature and basis of the claim or dispute and set forth the specific relief sought. If, after sixty (60) calendar days, the Company and you cannot reach an agreement to resolve the claim, either you or the Company may commence an arbitration proceeding. 10.7 Arbitration Rules. If there is a dispute or claim related to your personal use of the Services, the Customer Arbitration Rules (known as the “AAA Rules”) will apply, rather than the Commercial Arbitration Rules that would apply to business use. These rules will be administered by the AAA and settled by a single arbitrator. Additionally, this Section 10 modifies the AAA Rules. 10.8 Arbitration Location. If you are a Customer, you have the option of choosing where the arbitration hearings will take place. You can opt to have the hearing either in the county of your residence or through a phone call. However, if you are a Customer residing outside the United States, you can choose to have the hearing in San Francisco, California or through a phone or video conference, as permitted by the AAA Rules. In case of Batch arbitration as per Section 10.9, the hearing will take place in San Francisco, California or through a phone or video conference, as per the option of AAA.  If you’ve used the Services for commercial purposes, the arbitration hearings will take place in the United States at a location convenient to both parties. If the parties fail to agree on a location, or in the case of Batch arbitration as per Section 10.9, AAA will determine the location.  If your claim is for an amount less than ten thousand dollars ($10,000), the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic hearing. However, if your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules.  Regardless of how the arbitration is conducted, the arbitrator will issue a written decision that explains the essential findings and conclusions on which the award is based. All decisions made by the arbitrator will be final and binding, and the judgment on the rendered award may be entered in any court having jurisdiction. 10.9 Similar Claims. To ensure a timely resolution, if 25 or more claimants submit Dispute Notices or file arbitrations raising similar claims within a 90-day period, the disputes must be arbitrated in batches of up to 50 claimants each. These batches must be grouped by the AAA (American Arbitration Association) upon notice from either side, and the arbitrations will be consolidated into a single batch if there are 25-50 claimants or batches of 50 claimants each if there are more than 50 claimants. A smaller final batch will be created for any remaining claimants. The arbitration process will be conducted with a single arbitrator, one set of arbitration fees, and one hearing (if any) per batch. The hearing will be held in San Francisco, California, or by phone or video conference based on the arbitrator’s discretion. Both parties must cooperate in good faith to implement this process and minimize the time and costs of arbitration. Any challenges to administrative determinations by AAA will be heard by a single process arbitrator. If this Section 9.9 is deemed unenforceable as to a particular claimant or batch, then those parties must arbitrate in individual proceedings. 10.10 Arbitration Costs. Payment of Costs and Expenses: All filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA Rules. However, if you initiate an arbitration against the Company for a relief of ten thousand dollars ($10,000) or less, then the Company will pay all filing, administrative, and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If you are initiating an arbitration against the Company, and your claim arises from your use of the services as a Customer, but the relief sought is more than ten thousand dollars ($10,000), and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then Company will pay the amount of any such costs and expenses. However, in the event that the arbitrator determines that all the claims you assert in arbitration were frivolous at the time they were filed or that you continued to press those claims after receiving information demonstrating that they were frivolous, you agree to reimburse Company for all the costs and expenses that Company paid, and you would have been obligated to pay under the AAA Rules. Payment of Legal Fees: Each party will bear its attorneys’ fees and expenses in connection with any arbitration proceeding to the maximum extent allowed under applicable law. The arbitrator may resolve disputes and make rulings as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits. 10.11 Non-Qualifying Disputes. If any part of Section 10 is found to be invalid or unenforceable, this entire section will only be void for that specific claim or issue. However, this section will still apply to any other claims or issues that are not affected. This means that arbitration for those unaffected claims or issues must be completed before any non-arbitrable claims can be litigated, even if there are overlapping legal or factual questions. 10.12 Your Right to Opt Out. If you do not wish to be bound by the arbitration or class action waiver provisions mentioned in Section 10, you have the right to opt-out. To do so, you can send a written notice from the email address we have associated with you as a user to info@deeptechminimal.com.

• CHANGES TO THESE TERMS

11.1 The Company reserves the right to modify these Terms at any time. Revised versions of these Terms will be posted on the Website. Unless otherwise specified, any modifications to the Terms will take effect the day they are posted on the Website.  11.1.1 The Company is not obliged to inform you about changes in these Terms. 11.2 If you disagree with the revised Terms, your sole and exclusive remedy will be discontinuing your use of the Website.

• FEES

12.1 Fees. Our Website allows you to create an account for free. However, there are fees for listing events or purchasing tickets. These fees may vary based on agreements between us and the Promoters. Sometimes, Promoters may choose to pass these fees onto Customers, which will be displayed as “Fees” on the event page. Alternatively, they may absorb these fees into the ticket or registration price, and pay them out of the gross proceeds. The fees charged to Customers may include other charges such as taxes and processing fees, which means that the fees paid by Customers may not be the same as those charged by our Company to the Promoter or the standard fees mentioned on the Website. Additionally, some fees are intended to cover the costs incurred by us but may include an element of profit or loss. We cannot disclose the fees charged by your bank or credit card issuer, including fees for purchasing tickets or registrations in foreign currencies or from foreign persons. Therefore, we recommend that you check with your bank or credit card issuer before purchasing to understand all applicable fees, credit card surcharges, and currency conversion rates. 12.2 Ticket Transfers. You have no right to transfer or assign your ticket to any third parties or your representatives.

• REFUND AND THE PRODUCT (S) RETURN

13.1 Event Cancellation by the Promoter:

• If the event is canceled by the promoter and the promoter provides refunds, our ticketing service will facilitate the refund process for ticket holders.
• This can be due to various reasons, such as unforeseen circumstances, low ticket sales, or logistical issues.

13.2 Postponement with No Rescheduled Date:

• In the event of a postponement without a confirmed rescheduled date or if the new date is not suitable for ticket holders, Promoters may consider offering refunds. However, the discretion to grant refunds ultimately rests with the Promoter. Should a refund be approved by the Promoter, our ticketing service will facilitate the refund process for the benefit of the ticket holders.

13.3 Significant Event Changes:

• If there are any major alterations to the event, such as a change in the headline artist, venue, or date, and the ticket holders are no longer interested in attending, the Promoter may offer refunds. However, it is solely up to the Promoter’s discretion to offer refunds.

13.4 Otherwise, the ticket sales are final and non-refundable to the Customer.

• REQUIREMENTS TO PROMOTERS

15.1 If you are a Promoter, along with your other representations and warranties, you represent and warrant to us that:

• You will obtain, before starting ticket sales, all applicable licenses, permits, and authorizations (individually and collectively, “Licensure”) for Your Events posted on our Website. Licensure includes state, county, municipal, or other local authority’s authorization of the event, traffic engineering authorizations, fire department inspection reports, fire marshal permits, authorization to receive minors, sanitary authorization, and property operation permits;
• You will comply, and will ensure that the venues for Your Events posted on our Website will comply, with all applicable laws, regulations, rules, and ordinances; 
• You will maintain throughout the use of the Services the applicable Licensure to promote, produce, sponsor, host, and sell tickets for all of Your Events posted on our Website; and
• You will provide evidence of Licensure and related information prior to offering tickets or registrations for Your Events posted on our Website and promptly upon our reasonable request from time to time.

• GENERAL

16.1 These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and the Company regarding your use of and access to the Website.  16.2 The use of section headers in these Terms is for convenience only and will not impact the interpretation of provisions.  16.3 You have no rights to assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent.  16.4. The Company can assign these Terms at any time without notice.  16.5 The failure to require performance of any provision will not affect the Company’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  16.6 If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.  16.7 You acknowledge that the Website is not intended to be a technology protection measure that will help you comply with the GDPR and CCPA.

• COMMUNICATION AND NOTIFICATIONS

All communication with the Company will be done electronically. Whenever you send us an email or visit our Website, you will be communicating with us. By using our Website, you agree to receive communications from us. If you choose to subscribe to the news on our Website, you will receive regular emails from us. We will also communicate with you by providing notifications on the Website or posting news on our official social media, which can be found on our Website. You agree that all electronic notices, disclosures, agreements, and other communications we provide meet the legal requirements for written communication. You also agree to receive any notifications through the Website on your device. If you need support or have any questions, you can contact us at info@deeptechminimal.com.

18. MARKETS TERMS

The Company allows you to use the Website on your own device, which you own or control, with a non-transferable, non-sublicensable, non-exclusive, and unlimited license. However, the Company reserves all rights to the Website that are not explicitly granted to you under these Terms. You are not allowed to copy, modify, or create derivative works based on the Website, distribute, transfer, sublicense, lease, lend, or rent your account on the Website to any third party, reverse engineer, decompile or disassemble the Website, or make the functionality of the Website available to multiple users through any means, except for what is expressly permitted in these Terms. The Company allows you to use the Website on your own device, which you own or control, with a non-transferable, non-sublicensable, non-exclusive, and unlimited license. However, the Company reserves all rights to the Website that are not explicitly granted to you under these Terms. You are not allowed to copy, modify, or create derivative works based on the Website, distribute, transfer, sublicense, lease, lend, or rent your account on the Website to any third party, reverse engineer, decompile or disassemble the Website, or make the functionality of the Website available to multiple users through any means, except for what is expressly permitted in these Terms.

19. OTHER CONDITIONS
20. In case of any conflict between these Terms and the additional terms that apply to a specific website, the additional terms will prevail.
21. If you do not agree with these Terms, you are not permitted to access or use the Website.
22. The Company provides its services to you based on the conditions mentioned in these Terms. Every time you visit or use the Website and its services, you agree to abide by these conditions and rules.