Event Promoter Master Agreement

CARIBBEAN PROMOTER & EVENT TICKETING MASTER AGREEMENT
Version 2.0 — Effective Date: October 24, 2026

This Caribbean Promoter & Event Ticketing Master Agreement ("Agreement") is entered into between:

Gem Stone Music Consultants Ltd ("Gem Stone," "Platform," "we," or "us"), operating Gem Stone Music JA from Jamaica;

and

The Promoter, being the individual, company, partnership, or other legal entity identified in the electronic onboarding application ("Promoter" or "Organizer").

Together, the "Parties."

1. Purpose and Scope

1.1. This Agreement governs the Promoter's use of Gem Stone Music JA to submit, advertise, manage, and, where separately authorized, sell tickets for entertainment events throughout supported Caribbean jurisdictions.

1.2. Gem Stone provides a digital platform for event discovery, event listings, promoter verification, ticketing services, and related entertainment promotion.

1.3. Gem Stone is not the event organizer, venue operator, artist employer, or event producer unless a separate written agreement expressly provides otherwise.

1.4. This Agreement is non-exclusive. Neither Party is required to enter into a minimum number of events.

2. Promoter Registration and Verification

2.1. The Promoter must provide complete, accurate, and current information, including legal identity, business details where applicable, country of operation, contact information, and supporting documentation reasonably requested by Gem Stone.

2.2. The Promoter represents that they possess the legal capacity and authority to enter into this Agreement and act on behalf of any business or organization identified in their application.

2.3. Gem Stone may verify the Promoter's identity, business status, event ownership, and authority to sell tickets.

2.4. Registration and acceptance of this Agreement do not guarantee approval of the Promoter or any event.

2.5. Gem Stone may request additional documents, reject applications, suspend accounts, or revoke verification where reasonably necessary for security, compliance, fraud prevention, or breach of this Agreement.

3. Event Submission and Approval

3.1. Event listings may be submitted without a listing fee.

3.2. Each event must be submitted separately and is subject to Gem Stone's review and approval before public publication.

3.3. The Promoter must provide accurate event information, including venue, date, time, location, performers, ticket categories, pricing, and applicable restrictions.

3.4. The Promoter must provide satisfactory evidence of event ownership or written authorization to promote and sell tickets for the event.

3.5. Gem Stone may reject, suspend, remove, or require correction of any listing that is misleading, unauthorized, unlawful, materially incomplete, or reasonably suspected of fraud.

3.6. Approval of an event listing does not automatically authorize ticket sales. Ticket sales require separate commercial approval and activation.

3.7. Material changes to an approved event, including venue, date, ownership, principal performers, or ticketing arrangements, may require renewed review.

4. Promoter Responsibilities

4.1. The Promoter is responsible for organizing and delivering the event as advertised.

4.2. The Promoter is responsible for obtaining all applicable permissions, licences, venue agreements, insurance, public-performance rights, artist agreements, and governmental or regulatory approvals.

4.3. The Promoter is responsible for appropriate event security, crowd management, emergency arrangements, health and safety measures, and compliance with venue capacity restrictions.

4.4. The Promoter must ensure that advertisements, ticket descriptions, performer announcements, and other representations are accurate and not misleading.

4.5. The Promoter must promptly notify Gem Stone of any circumstance that could materially affect event delivery, customer safety, or ticket-holder rights.

4.6. The Promoter must not use the Platform to advertise an event or sell tickets without proper authorization.

5. Gem Stone's Responsibilities

5.1. Gem Stone will provide the Platform services activated for the approved event, subject to availability, technical limitations, and this Agreement.

5.2. Gem Stone will maintain reasonable administrative and technical controls to support account security, event review, and ticket management.

5.3. Gem Stone may provide event discovery, ticket issuance, digital ticket validation, sales reporting, and customer support relating to Platform operations.

5.4. Gem Stone does not guarantee ticket sales, event attendance, profitability, search rankings, or promotional performance.

5.5. Gem Stone may use authorized third-party payment processors, hosting providers, and technical service providers.

6. Fees and Commercial Arrangements

6.1. Standard event listing is free.

6.2. For paid ticket purchases, the standard commercial arrangement is a disclosed processing fee charged to the ticket buyer in addition to the advertised ticket face value, subject to applicable law.

6.3. Alternatively, Gem Stone and the Promoter may agree to a promoter-paid commission, an inclusive ticket price, or another expressly documented fee arrangement.

6.4. The applicable fee model, rates, currencies, payment processing costs, taxes, settlement arrangements, and other financial terms must be recorded in an approved Event Commercial Schedule before ticket sales begin.

6.5. Gem Stone shall not introduce or increase event-specific commercial charges retroactively without a lawful contractual basis and any required agreement.

6.6. The Parties must comply with applicable price-disclosure, consumer-protection, and tax requirements. Mandatory fees must be disclosed to buyers before payment.

7. Ticket Sales and Payment Processing

7.1. Live ticket sales may begin only after Gem Stone confirms the Promoter's approval, the event's approval, the applicable Event Commercial Schedule, and payment processing readiness.

7.2. Ticket payments may be processed by an approved third-party payment service provider.

7.3. The identity of the merchant of record, the party receiving customer funds, and the party responsible for payment settlement shall be specified in the Event Commercial Schedule and applicable payment-provider arrangements.

7.4. The Promoter must not represent that Gem Stone guarantees payment settlement or assumes responsibility for event delivery.

7.5. The Promoter shall not circumvent the Platform's ticket issuance, validation, inventory, or fraud-prevention controls for tickets sold through Gem Stone.

7.6. The Parties shall cooperate to resolve duplicate transactions, suspected fraud, payment disputes, and ticket-validation issues.

8. Settlement and Payouts

8.1. The Promoter's entitlement to ticket proceeds shall be calculated according to the approved Event Commercial Schedule.

8.2. Permitted deductions may include agreed Platform charges, payment processing costs, applicable taxes, refunds, chargebacks, and other expressly authorized amounts.

8.3. Payout timing shall be stated in the Event Commercial Schedule and remains subject to the payment provider's settlement rules and applicable law.

8.4. Gem Stone may temporarily withhold or reserve disputed amounts where reasonably necessary to address documented refunds, chargebacks, fraud concerns, regulatory obligations, or other liabilities, provided such action is lawful, proportionate, documented, and communicated to the Promoter.

8.5. Undisputed amounts shall not be withheld unnecessarily.

8.6. The Promoter must supply accurate settlement account details and any required identity, tax, or banking information.

8.7. Gem Stone shall provide available transaction and settlement records sufficient to explain the calculation of amounts payable.

9. Refunds, Cancellations and Postponements

9.1. The Promoter must immediately notify Gem Stone when an event is cancelled, postponed, relocated, materially changed, or cannot proceed as advertised.

9.2. The Promoter is primarily responsible for the financial consequences of event cancellation, non-delivery, or material misrepresentation attributable to the Promoter, subject to applicable law and the agreed payment structure.

9.3. Ticket holders shall receive refunds or other remedies where required by applicable consumer law, payment-network rules, or the disclosed event terms.

9.4. The Parties shall agree in advance on how refunds, processing charges, and associated costs are handled, subject to mandatory law.

9.5. A blanket "no refunds under any circumstances" policy shall not override statutory consumer rights.

9.6. In the event of postponement, Gem Stone may require updated event information and appropriate ticket-holder notifications before allowing continued sales.

9.7. The Promoter shall cooperate promptly with reasonable refund administration and customer communications.

10. Chargebacks, Fraud and Financial Disputes

10.1. The Promoter must cooperate with Gem Stone and the payment provider in investigating disputed transactions.

10.2. The Promoter shall provide relevant event records, attendance evidence, ticketing information, and authorization documents when reasonably requested.

10.3. Chargebacks attributable to the Promoter's failure to deliver an event, misleading representations, or other breach may be charged to the Promoter to the extent permitted by law and the Event Commercial Schedule.

10.4. Charges caused by Gem Stone's own breach, negligence, or processing error shall not automatically be transferred to the Promoter.

10.5. Neither Party shall knowingly engage in fraudulent transactions, unauthorized ticket sales, or deceptive practices.

11. Event Promotion and Intellectual Property

11.1. The Promoter grants Gem Stone a non-exclusive, royalty-free licence during the Agreement and for reasonable archival purposes to display and promote approved event names, descriptions, artwork, photographs, logos, and other supplied promotional materials in connection with Platform services.

11.2. The Promoter warrants that they possess the necessary rights or permissions to provide those materials.

11.3. Gem Stone retains ownership of its name, trademarks, website, software, platform design, and proprietary technology.

11.4. Neither Party may falsely imply sponsorship, endorsement, or a broader commercial partnership beyond the actual relationship.

11.5. The Promoter remains responsible for obtaining artist, performer, venue, and third-party promotional permissions where required.

12. Personal Data and Confidentiality

12.1. Both Parties shall comply with applicable privacy and data protection laws, including Jamaican requirements where applicable and mandatory laws in the event's jurisdiction.

12.2. Personal information collected through the Platform may be used only for lawful, disclosed, and authorized purposes.

12.3. The Promoter must not use ticket-buyer information for unrelated marketing without an appropriate lawful basis and required notices or consents.

12.4. Each Party shall implement reasonable safeguards against unauthorized access, misuse, loss, or disclosure of personal information.

12.5. The Parties shall cooperate in responding to relevant data incidents, lawful information requests, and customer privacy complaints.

12.6. The Event Commercial Schedule or an additional data-processing agreement shall specify the Parties' respective data-protection roles where necessary.

12.7. Confidential business, financial, and technical information shall not be disclosed except as authorized, legally required, or reasonably necessary to perform this Agreement.

13. Platform Access and Acceptable Use

13.1. Promoter accounts may only be used by authorized individuals.

13.2. The Promoter must maintain appropriate account security and promptly report suspected unauthorized access.

13.3. The Promoter shall not manipulate ticket inventory, fabricate sales, interfere with ticket validation, upload malicious material, impersonate another organizer, or attempt to bypass security controls.

13.4. Gem Stone may restrict access to protect users, investigate suspected misconduct, or comply with legal obligations.

14. Suspension and Termination

14.1. Either Party may terminate this Agreement by providing 30 days' written notice, subject to outstanding event obligations.

14.2. Gem Stone may immediately suspend access or event sales where reasonably necessary because of suspected fraud, unauthorized events, serious safety risks, legal requirements, or material breach.

14.3. Where appropriate, Gem Stone shall notify the Promoter of the reason for suspension and provide a reasonable opportunity to respond or remedy the issue.

14.4. Termination does not extinguish accrued payment obligations, valid refund liabilities, outstanding disputes, confidentiality duties, or provisions intended to survive termination.

14.5. Existing ticket holders' lawful rights and obligations must be addressed before the Parties conclude the relevant event relationship.

15. Representations and Warranties

15.1. Each Party represents that it has authority to enter into this Agreement.

15.2. The Promoter represents that its submitted information is accurate, it is authorized to promote its events, and it will comply with applicable laws.

15.3. Gem Stone shall exercise reasonable care in delivering the Platform services within its control.

15.4. Except where expressly agreed or required by law, neither Party guarantees commercial success or uninterrupted operation.

16. Liability and Indemnification

16.1. Each Party shall be responsible for losses, claims, and liabilities arising from its own breach, negligence, unlawful conduct, or infringement of third-party rights, subject to applicable law.

16.2. The Promoter shall indemnify Gem Stone against reasonable third-party claims and direct losses arising from unauthorized event listings, infringement by promoter-supplied materials, event non-delivery, or the Promoter's breach, except to the extent caused by Gem Stone's own conduct.

16.3. Gem Stone shall remain responsible for liabilities that applicable law does not permit it to exclude.

16.4. Neither Party shall be liable for remote or unforeseeable consequential losses to the extent lawfully excludable.

16.5. Any agreed financial cap on liability must be stated in an approved commercial or legal schedule and shall not apply where prohibited by law.

17. Events Beyond Reasonable Control

17.1. Neither Party shall be liable for delay or non-performance directly caused by circumstances beyond its reasonable control, including severe weather, natural disasters, governmental restrictions, or major infrastructure disruptions, except for obligations that cannot lawfully be excused.

17.2. The affected Party must notify the other promptly and take reasonable steps to reduce the impact.

17.3. Such circumstances do not automatically eliminate ticket-holder refund rights or obligations concerning money already received.

17.4. The Parties shall agree on an appropriate cancellation, postponement, or settlement response consistent with applicable law.

18. Governing Law and Dispute Resolution

18.1. This Agreement shall be governed by and interpreted in accordance with the laws of Jamaica.

18.2. The Parties shall first attempt to resolve disputes through good-faith negotiations.

18.3. If a dispute remains unresolved for 30 days after written notice, either Party may pursue available remedies before the competent courts of Jamaica.

18.4. The Parties submit to the jurisdiction of the Jamaican courts for contractual disputes, except where mandatory laws confer jurisdiction or non-waivable rights elsewhere.

18.5. Nothing in this Agreement excludes mandatory consumer, regulatory, or other protections applicable in the relevant event jurisdiction.

19. Country-Specific Requirements

19.1. Where an event takes place outside Jamaica, the Promoter must comply with the laws and regulations applicable to that event and its ticket sales.

19.2. Gem Stone may require a Country-Specific Legal Schedule addressing local consumer rights, taxes, payment processing, privacy, permits, and other relevant requirements.

19.3. If a mandatory local-law provision conflicts with this Agreement, that provision shall prevail to the extent legally required.

19.4. Gem Stone may restrict services in jurisdictions where necessary legal or payment-processing arrangements have not been established.

20. Electronic Agreement and Records

20.1. The Parties consent to using electronic records and electronic signatures for this Agreement, subject to applicable law.

20.2. The Promoter confirms acceptance by reviewing the complete Agreement, affirmatively selecting the acceptance control, and submitting the required electronic signature.

20.3. Gem Stone shall maintain appropriate records of the accepted agreement version, authenticated user identity, legal name, acceptance timestamp, signature evidence, and related audit information.

20.4. Any material replacement agreement shall be presented for fresh acceptance where required. Previously accepted versions shall remain available for legitimate recordkeeping and dispute purposes.

20.5. An electronic signature does not replace separate identity verification, event approval, or financial authorization.

21. General Provisions

21.1. This Agreement, together with approved schedules, constitutes the agreement between the Parties regarding the covered services.

21.2. An Event Commercial Schedule applies only to the event identified in that schedule unless expressly agreed otherwise.

21.3. Amendments must be communicated and accepted where required by law or the Agreement.

21.4. If any provision is unenforceable, the remaining provisions shall continue to apply where legally permissible.

21.5. Failure to enforce a provision on one occasion does not automatically waive future enforcement.

21.6. Notices may be sent to the verified electronic contact details maintained by each Party, subject to applicable legal notice requirements.

21.7. The Promoter may not transfer this Agreement or an approved event to another party without Gem Stone's prior written approval.

SCHEDULE A — EVENT COMMERCIAL SCHEDULE

To be completed and accepted separately for each approved event before live ticket sales.

Fields: Event name, Event ID, Promoter legal name, Country / jurisdiction, Venue, Event date, Ticket currency, Merchant of record, Payment provider, Fee model, Gem Stone fee, Gateway fees, Applicable taxes, Refund fee treatment, Chargeback allocation, Settlement recipient, Settlement currency, Payout timing, Reserve / holdback, Additional services.

Commercial Model Selection:

Model A — Standard Buyer-Paid Processing Fee: The ticket buyer pays the disclosed ticket face value plus the applicable processing fee, subject to law. The Event Commercial Schedule identifies which Party bears gateway costs, taxes, refunds, and other deductions.

Model B — Negotiated Promoter Commission: Gem Stone receives the agreed commission from ticket revenue, subject to the Schedule. The buyer-facing ticket price and any additional charges must be disclosed in accordance with applicable law.

The selected model must be recorded before sales begin. Neither model automatically authorizes a payment gateway, ticket settlement, or payout.

Promoter Acceptance: [Electronic Signature]
Gem Stone Approval: [Authorized Representative]
Acceptance Date: [Timestamp]
Master Agreement Version: 2.0

SCHEDULE B — COUNTRY-SPECIFIC LEGAL REQUIREMENTS

This schedule is a framework to be completed for each territory before the Platform enables live ticket sales there.

Requirements: Country / territory, Applicable consumer legislation, Refund and cancellation rules, Electronic signatures, Personal data protection, Tax and ticketing obligations, Currency and foreign exchange, Payment provider authorization, Event permits and licences, Dispute and jurisdiction exceptions, Other legal restrictions.

Country-specific schedules shall not reduce mandatory statutory rights.

ELECTRONIC ACCEPTANCE

By selecting "I Agree and Sign", the Promoter confirms that:

- They have reviewed the complete Agreement and applicable schedules.
- They are authorized to accept these terms.
- Their registration and event information is accurate.
- They understand that promoter verification and event approval are separate processes.
- They understand that ticket sales require an approved Event Commercial Schedule and payment activation.
- They consent to electronic acceptance and retention of the associated agreement records.

Promoter Legal Name: [Full Name]
Business / Organization: [Legal Business Name]
Country: [Country]
Electronic Signature: [Signature]
Agreement Version: 2.0
Acceptance Timestamp: [System Generated]