Privileged and Confidential

AGREEMENT

This agreement (“Agreement”) is made on this 28 day of May, 2024 (“Signing Date”) between,

Big Tree Entertainment Private Limited, a company incorporated under the Indian Companies Act, 1956 having
its registered office located at Ground Floor, Wajeda House, Gulmohar Cross Road No. 7, Juhu Scheme, Mumbai
400049 (hereinafter referred to as “Bigtree”, which expression shall unless repugnant to the context or meaning
thereof be deemed to include a reference to its successors and permitted assigns);

And

Infinight.experiences , a Company (pvt ltd or ltd) incorporated under the Indian Company (pvt ltd or ltd) act
having its registered office located at _72507 tower 7 nikoo homes thanisandra ,bangalore 560077 (hereinafter
referred to as “Event Manager” which expression shall unless repugnant to the context or meaning thereof be
deemed to include a reference to its successors and permitted assigns);

Bigtree and Event Manager shall hereinafter be individually referred to as a “Party” and collectively as
the“Parties”.

Recitals:

(A) The Event (as defined below) is the property of Event Manager and Event Manager has been appointed

to organize the Event. Bigtree is engaged in the business of rendering ticket booking services through

various voice and data channels which enable customers to reserve / book tickets to various

entertainment events without accessing physical points of booking / sale of the tickets to such events.

(B) The Parties are entering into this Agreement in order to record the terms and conditions based on which,

Bigtree shall facilitate remote booking of tickets for the Event (as defined below) being organised by the

Event Manager and other matters in connection therewith.

Now Therefore, in consideration of the mutual promises and agreements of the Parties herein
expressed, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions

The following capitalized words and expressions, whenever used in this Agreement, unless repugnant to
the meaning or context thereof, shall have the respective meanings set forth below:

“Confidential Information” shall include, but is not limited to inventions, ideas, concepts, know-how,
techniques, processes, designs, specifications, drawings, patterns, diagrams, flowcharts, data,
Intellectual Property Rights, manufacturing techniques, computer software, methods, procedures,
materials, operations, reports, studies, and all other technical and business information in oral, written,
electronic, digital or physical form that is disclosed by either Party and its directors, employees, advisors
and consultants and vice versa under this Agreement and any other agreements/documents and/or
transactions contemplated between the Parties under this Agreement;

“Customers” shall mean the customers who have booked Tickets through a Platform;

“Event” shall mean [all events done by the organiser] at the Venue;

“Event Date” shall mean [all dates of the event];

“Intellectual Property Rights” shall mean all rights and interests, vested or arising out of any industrial or
intellectual property, whether protected at common law or under statute, which includes (without limitation)
any rights and interests in formats of inventions, copyrights, designs, trademarks, trade-names, knowhow,
business names, logos, processes, developments, licenses, trade secrets, goodwill,
manufacturing techniques, specifications, patterns, drawings, computer software, technical information,
research data, concepts, methods, procedures, designs and any other knowledge of any nature
whatsoever throughout the world, and including all applications made for the aforesaid, rights to apply in
future and any amendments/modifications, renewals, continuations and extensions in any state, country or
jurisdiction and all other intellectual property rights whether available at this time and/or in future;

“Losses” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including all
reasonable costs and expenses of attorneys and the defense, appeal and settlement of any and all suits,
actions or proceedings instituted or threatened) and all costs of investigation in connection therewith;

“Ticket” shall mean a ticket or reservation (whether in physical or electronic form, as permitted under
law) that allows the holder thereof access to the Event, on the Event Date, time and Venue identified in
such ticket or reservation;
“Venue” shall mean [all venues at which the event will take place].
2. Appointment & Services

2.1 Event Manager hereby appoints Bigtree for providing the Services (as defined hereinafter). Bigtree

hereby agrees and undertakes that it shall (a) facilitate the booking of Tickets through the Platforms (as

defined hereinbelow); and It is clarified that:

(a) Bigtree is a service provider and the sale of Tickets shall at all times be concluded between the

Event Manager and the Customer. Accordingly, the Ticket issued to Customers shall be on behalf

of the Event Manager; and

(b) Bigtree is not responsible for booking or sale of Tickets through any medium or at any location

(such as the Venue or other any physical points of sale) other than the following platforms

(“Platforms”):

i. websites owned or controlled by Bigtree (including “www.bookmyshow.com”) accessible

through computers or WAP or GPRS enabled mobile phones;

ii. mobile applications of Bigtree;

iii. voice and data channels (including IVRs) to be facilitated by

Bigtree;
iv. any platforms owned and/or operated by third party(ies)
associated with Bigtree; and
v. any other booking medium that Bigtree may introduce in future.

2.2 The appointment of Bigtree is made hereunder on an exclusive basis. Accordingly, Event Manager shall
not (directly or indirectly) engage any person for providing services similar to the Services or facilitating
booking / sales of Tickets through offline, online or other remote medium wherein the customer does not
need to access any physical or offline point of sale to book or purchase a Ticket.

3. Responsibility of Event Manager:

3.1 The Event Manager shall:

(a) notify Bigtree of all discounts, schemes and benefits that it intends to offer in relation to Tickets at

least 3 (three) days prior to such offer becoming effective and shall give an exclusive right to Bigtree

to make the same offer to customers in respect of booking of Tickets through the Platforms;

(b) obtain all necessary approvals, permissions, licenses, no-objections, clearances etc. from the

relevant governmental authorities as may be required to hold the Event in accordance with law and

availing the Services, at its sole expense and cost;

(c) comply with all laws applicable to the Event in all respects;

(d) immediately notify Bigtree, if it discontinues or modifies any aspects of the Event (including any
services / facilities associated with the Event) and/or Facilities;

(e) ensure the safety of Customers throughout the Event and undertake necessary measures and

actions for such purpose and be solely responsible for any loss, damage or injury caused to

Customers without any recourse to Bigtree;

(f) promptly notify Bigtree of any delay, postponement or cancellation of the Event or any events, facts,

circumstances or developments that may be reasonably likely to result in any delay, postponement

or cancellation of the Event;

(g) defend at its cost, any suit, claim or action brought against Bigtree in connection with the Services

or the Event having regard to the expense and effort that the Event Manager would have

reasonably invested as if the said suit, claim or action has been brought against it;

(h) it will provide such information as Bigtree reasonably requests and shall otherwise cooperate with
Bigtree in order to give full effect to the provisions/terms of this Agreement;

(i) engage the services of a reputed security agency to provide external physical security at the Venue
on the Event Date;
 (j) reimburse the full cost and expense of any loss, damage or injury caused to property or personnel

(whether owned or contracted) made available by Bigtree at the Venue, for the purpose of the

Event.

3.2 Without prejudice to any rights of Bigtree, Event Manager shall promptly notify Bigtree if it is unable to
fulfil its obligations mentioned above, whether or not on account of reasons attributable to it.

4. Responsibility of Bigtree:

Bigtree shall render the Services in a professional and competent manner.

5. Representations and Warranties of Parties:

Each Party represents and warrants to the other that:

5.1 It is duly organized, validly constituted under the laws applicable to it and is in good standing and that it

has full authority and necessary approvals as required under law, contract and its charter documents to

enter into this Agreement and to perform its obligations hereunder according to the terms hereof; and

5.2 That execution and delivery of this Agreement and the performance by it of its obligations under this

Agreement have been duly and validly authorized by all necessary corporate or other action as may be

required by it. This Agreement constitutes legal, valid, and binding obligation of such Party, enforceable

against it in accordance with the terms hereof.

6. Consideration & Payment Terms

6.1 Bigtree will charge a fixed fee of commission fee of 10% calculable on total Ticketing revenue as
consideration towards provision of Services (“Commission Fee”).

6.2 Bigtree is entitled to charge a booking fee to the Customers transacting on its Platforms.

6.3 The following terms shall be applicable to payments to be made under this Agreement:

(a) Bigtree shall release all monies collected by it on account of booking of Tickets through the

Platforms to Event Manager on the date or within such time as mentioned in Schedule 2 of this

Agreement post deduction of its Commission Fee and/or Consideration.

(b) Upon completion of the Event, the Bigtree shall raise an invoice on the Event Manager for the
amount of Consideration.

7. Cancellation of Event

7.1 If due to any reason whatsoever (other than due a force majeure event) whether or not attributable to the

Event Manager, the Event is cancelled, not held at the time or venue originally publicized or delayed past

the Event Date or if there is any material change to the Event that entitles customers to seek refunds for

the Tickets booked through the Platforms, Bigtree shall charge an amount as mentioned in Schedule 2 of

this Agreement as a cancellation charge (“Cancellation Charge”).

7.2 In the event any refund of the Ticket price and any other costs (“Refund Amount”) are required to be

processed by Bigtree, the Event Manager shall remit to Bigtree an amount equivalent to the Refund

Amount within 7 (seven) days of being notified by Bigtree in this regard. In the event that the Event

Manager fails to refund the Refund Amount to Bigtree within such 7 (seven) days period, then without

prejudice to its other rights, Bigtree shall be entitled to adjust the same against the Advance Amount and

amounts pending release to the Event Manager under this Agreement, if any.

8. Limitation of Liability of Bigtree

In no event shall Bigtree, nor any employee, officer, affiliate, director, shareholder, agent or sub-contractor
acting on behalf of Bigtree be liable to any third party for any direct, indirect, incidental, special, punitive, or
consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if
advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising,
including negligence) out of the performance of this Agreement, including, but not limited to, damages
resulting from or arising out of the omissions, interruptions, errors, defects, delays in operation, non-
deliveries, mis-deliveries, transmissions by third parties, resulting in any failure of the performance of
Bigtree. Bigtree shall have no liability whatsoever to or any third party in any
circumstances. Event Manager shall be solely responsible for the accuracy of all information relating to the
Event including validity of the Ticket prices and any other charges and/or other information relating to the
Services. Other than as expressly provided in this Agreement, Bigtree shall not be responsible for any
delivery, after-sales service, payment, invoicing or collection, Customer enquiries (not limited to sales
enquiries), technical support maintenance services and/or any other obligations relating to or in respect of
the Services unless it is directly related to the Services. Such services shall be the sole responsibility of the
Event Manager and the Event Manager shall bear any and all expenses and/or costs relating thereto.

9. Intellectual Property Rights

9.1 Subject to Clause 9.2 below, each Party agrees and acknowledges that all the copyrights, trademarks,

proprietary and/or licensed software, service marks and trade secrets (“Intellectual Property”) of each

Party while conducting the business contemplated under this Agreement shall always belong to such

respective Party.
9.2 A Party shall be permitted to display the name and / or trademark of the other Party solely on

advertisements, promotional material or collaterals relating to the Event issued by or on its behalf the

Party and for no other purpose. In respect of Bigtree's proprietary marks, Event Manger shall obtain prior

written permission to use Bigtree's display the name and / or trademark and shall only utilise approved

logos.

9.3 Each Party agrees that it shall not do or commit any acts of commission or omission, which would impair

and/or adversely affect the other Party's rights, ownership and title in its Intellectual Property or the

reputation / goodwill attached to its trademarks, trade names and corporate name.