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LITHODOMOS LISTING PROGRAMME SERVICE AGREEMENT

This Listing Programme Service Agreement (“Agreement”) is by and between you the Tour Operator, DMC, Transfer Company, Incoming Agency, Event Organizer, Licensed Tour Guide, Archaeological Site and/or Museum (“Supplier”) identified in the https://www.ancient-world.co web application form each one referred to herein individually as a Party and collectively as the Parties and LithodomosVR Pty. Ltd. (A.C.N. 613 132 371), an Australian company, having its offices at P.O. Box 136, Prahran, Victoria, 3181 AUSTRALIA (“Lithodomos”).

Wheras

1. Lithodomos has developed a technological platform for the aggregation and deployment of online tours and experiences mainly accessible through the www.ancient-world.co portal and apps on various technological platforms, including Android and iOS (hereinafter the Portals), in addition Lithodomos markets certain products related to leisure and travel also in physical venues and through third party resellers (the Retail Channels), which may also use their own trade name in connection with the sales under this agreement.

2. The Supplier, a company that is engaged principally in the business of developing, performing, managing, marketing and selling tourist, cultural and leisure services (hereinafter the Services), wishes to appoint Lithodomos for the sale to the Portals’ users and to the clients of the Retail Channels (hereinafter the Users) of access or vouchers or redemption codes or tickets granting the right to use the Services (hereinafter the “Products”),

3. The Supplier declares that it knows and accepts how the Portals work and the manner in which the Services and the Products are presented and promoted thereon,

the Recitals are an integral, essential and substantive part hereof,

NOW THEREFORE, the Parties agree as follows.

1. Subject Matter of the Agreement

1.1. Lithodomos undertakes to offer the Products in relation to the Services proposed by the Supplier for online sale through the Portals, publishing thereon the information about the Services as furnished by the Supplier and approved by Lithodomos. The Supplier agrees that Lithodomos can – at its own discretion – sell the Products also through the Retail Channels (including, but not limited to, travel agencies, sale points managed by Lithodomos and third party resellers) publishing thereon the information about the Services as furnished by the Supplier and approved by Lithodomos, both under Lithodomos’ trade name and/or other trademarks or trade names. The Supplier undertakes to provide Lithodomos – on equal terms with other suppliers of access or Vouchers or Redemption Codes, including the Supplier – with the Products for their sale through the Portals and/or in the Retail Channels.

1.2. The Parties acknowledge that as at the date of acceptance of the Agreement, signified by submission of the application form to Lithodomos on the website www.ancient-world.co, the provisions of this Agreement apply to the Supplier’s Services specified in the information and material provided by the Supplier. The Parties agree that they may mutually agree to extend the provisions of this Agreement to further Services organised from time to time by the Supplier that are communicated to Lithodomos, subject to acceptance by Lithodomos.

1.3. Lithodomos shall enjoy full technical, editorial and creative freedom in relation to every component of the Portals and (if applicable) other Retail Channels, and in relation to the terms and conditions of use thereof by the Users.

2. Lithodomos’ Obligations Concerning Sales

2.1. In the event a maximum overall selling price is agreed, Lithodomos shall offer the Products for sale to the Users at an overall price which is not higher than this maximum overall selling price set by the Supplier.

2.2. Lithodomos shall provide the User with the Products in the form of a voucher, redemption code, ticket or applicable document, and the Supplier via a self-serve console with the following data in relation to each Product sold: (a) service purchased; (b) purchase code.

2.3. Should a User who has duly purchased a Product not be able to fully and timely enjoy the Service for any reason whatsoever attributable to the Supplier, or should the User (or any attendee) have been otherwise damaged in the use of the services offered by the Supplier, liability therefore and the burden of refunding the price of the Product and of compensating possible damages in favour of the User or third parties shall be borne exclusively by the Supplier.

3. Lithodomos’ Obligations Concerning Presentation of Services

3.1. Lithodomos undertakes to publish the information on each Service as a dedicated tour of the Portals, and to display dedicated material on each Product and/or Service in any other Retail Channel, elaborating on the material furnished by the Supplier pursuant to article 5.1 below.

3.2.Lithodomos assumes no obligation regarding the possible temporary or stable placement of information/banners relating to the Service on the Portals, maintaining its total freedom in choosing all of the contents published thereon.

4. Technical and Operating Characteristics

4.1.The Supplier may access a self-serve console (hereinafter the “Account”) by inserting a username and password (hereinafter the “Authentication Tools”) at the https://console.lithodomos.com webpage. Through the Account the Supplier’s representative may check at any time all of the information indicated in article 2.2 above in relation to every Product sold. Knowledge of the Authentication Tools by third parties would allow them to access the Account and may change the data therein contained. Therefore, the Supplier must keep the Authentication Tools totally confidential and use them with the utmost care. Lithodomos shall not be held liable under any circumstances for any direct and/or indirect loss whatsoever arising out of the Supplier’s failure to exhibit the care specified just now.

5. The Supplier’s Obligations and Duties

5.1.The Supplier undertakes to send Lithodomos – within 10 (ten) business days after the acceptance of the Agreement as regards the Services specified in the information and material provided by the Supplier and with no delay for any further Service that is subsequently covered by the Agreement – the required content presenting each Service, in English and in any other language the Supplier might have available, and complying with the format and quality requirements from time to time specified by Lithodomos. The Supplier undertakes to update the material in question whenever it is necessary in order to provide the Users with clear and complete information on the Services.

5.2.By means of this Agreement and for the entire term hereof the Supplier grants Lithodomos the right to copy and develop the material in question with full creative and editorial freedom in order to create (using the said material alone or in combination with other works) the pages of the presentation referred to in article 3.1 above for publication on the Portals and (if applicable) in the Retail Channels; and banners or other promotional material of the Services, the Supplier, the Portals and the Retail Channels that may be communicated to the public through Portals and/or the Retail Channels and/or any other means of communication without limit as time or territory.

5.3.The Supplier undertakes to notify Lithodomos at least 10 (ten) business days in advance of any temporary or permanent change to and/or limitation on the times and/or availability of the Services. Should use of the Service prove to be limited or precluded for unforeseeable reasons of force majeure, the Supplier shall immediately inform Lithodomos so as to permit the latter to suspend the sale of the Vouchers or redemption codes and, where possible, to inform the purchaser of the impossibility to use the Service.

5.4.The Supplier will accept the Products presented by the Users as paper print-outs or as electronic copies (in PDF or other equivalent formats) on smartphones or other electronic devices pertaining to the Users.

6. Use of the Parties’ Trademarks and Other Distinctive Signs

6.1. For the entire term of Agreement, the Supplier grants to Lithodomos a non-exclusive, royalty-free, worldwide and sub-licensable to third parties’ right to use, publish, reproduce, distribute, display, making available to the public, broadcast, database, edit and modify the photographs and/or videos including images of recognizable persons and/or designs, logos, trademarks or other distinctive signs of the Supplier - whether individual or as part of it - plus any text provided to Lithodomos (hereinafter, jointly referred to as the “Content”) by any media (printed, digital, electronic, broadcast or otherwise, i.e. brochures, publications, the Portals and the Retail Channels, websites, marketing materials and electronic communications), on a permanent basis anywhere in the world, for commercial use, especially the offer and advertisement of products and services in the relevant territory. The Supplier further agree that the Licensee has the right, but not the obligation, to use the name and surname of the photographer/author in connection with the publication of the Content as reference for the copyright [“photo credit”: for e.g. “© photo: Name Surname / company (agency)]. The Supplier represents and warrants that it is and will continue to be the sole legal and beneficial owner or licensor of the right of use granted herein and has the necessary permissions to authorize the use of the Content. The Supplier further represents and warrants that the Content does not and will not infringe the copyright, the trademark rights or the design rights or other intellectual proprietary rights of any third party. The Supplier agrees to indemnify, defend and hold harmless Lithodomos and its sublicensees against any and all losses, damages, expenses or costs including the costs involved for an appropriate legal defense incurred by Lithodomos and/or its sublicensees arising from any claims, proceedings or actions by any third party based on the use of the licensed Content or intellectual property-rights by Licensee and/or sublicensees in connection with any goods and services in the event that the Content or intellectual property-rights (or any part thereof) infringes or is likely to infringe the intellectual property rights of any third party. Wherever the Content includes personal image or voice, the Supplier represents and warrants that it has informed the owner of the image or voice with the relevant points included in the EU GDPR. Moreover, Supplier must ensure that it holds the pertinent consent from the Data subject. The Supplier shall provide Lithodomos with the written proof of such consent upon request. In case Lithodomos would receive any complaint for the breach of the above representations, the Supplier will be the only liable and agrees to indemnify, defend and hold harmless Lithodomos and its licensees against any such claims.

7. Prices, Fees and Payments

7.1. Without prejudice to Lithodomos’ right to set the selling price of the Products and to apply ancillary transaction fees at its own discretion (including prices lower than the Supplier Consideration in specific promotional periods) and subject to any credit, cancellation or refund, Lithodomos will pay the Supplier consideration based on 40% of the actual received retail price of each of the Products (Supplier Consideration) purchases availed (net of all cancellations and partial or full refunds). The Supplier Consideration for any price category (for example full or reduced vouchers): (a) shall include any applicable tax or charge; and (b) shall not be higher than the price applied to other resellers of the Products and/or by the Supplier at its premises or on its websites or social media. The Supplier Consideration will be paid monthly prior to the end of the month immediately following the receipt of a valid tax invoice applicable to the Products that is the subject of each transaction. In the event that Supplier Consideration due in any given month is less than one hundred United States dollars (US$100.00), then payment will be withheld until such time as the total Supplier Consideration due is equal to or greater than one hundred United States dollars (US$100.00) or its equivalent in a month. Supplier Consideration that does not meet the one hundred United States dollars (US$100.00) minimum payment threshold will be carried over month to month until the minimum is met. In the event of termination, cancellation or expiry of this Agreement, Lithodomos shall promptly pay the Supplier any outstanding Supplier Consideration due to the Supplier which were withheld by Lithodomos pursuant to the immediately preceding sentence.

7.2. Lithodomos makes no guarantee, warranty or representation as to the amount of the Supplier Consideration that may be generated by Supplier pursuant to this Agreement.

7.3. Lithodomos will pay the Supplier the Supplier Consideration in accordance with the following procedure:

    • 7.3.1. within seven days of the end of each month, Lithodomos will make a report available via the Lithodomos Self-Serve Console available at https://console.lithodomos.com summarising the Purchases for the prior month;

    • 7.3.2. the Supplier will then provide Lithodomos at the email address finance@lithodomosvr.com with a valid tax invoice for that accrued Supplier Consideration Fee minus the refunds and compensations made by Lithodomos, if any, together with a file downloaded from the Lithodomos Self-Serve Console in .csv or excel or .pdf format containing the following data for each and every Purchase that is included in the valid tax invoice: a) Purchase ID, b) Name of Tour, c) Date of Purchase, d) Retail Rate, and e) Invoice Reference Number and, unless Lithodomos disputes the invoice, Lithodomos will pay the invoice in accordance with clause 7.1 and clause 7.7 and subject to clause 7.6 use the payment method specified on the invoice.

7.4. Lithodomos is entitled to accrue all applicable Supplier Consideration and withhold payment until payment is due under clause 7.1.

7.5. Lithodomos will not be required to the Supplier Consideration in instances where a transaction does not complete or is rejected, withdrawn or terminated for any reason.

7.6. Lithodomos may in its absolute discretion and to the extent allowed by law determine the method for payment of the valid tax invoice in clause 7.3 by giving seven (7) days’ notice in writing to the Supplier.

7.7. The Supplier is responsible and liable to pay all taxes, insurance, currency, bank ands other transfer fees and other fees pertaining to the Supplier Consideration and payment of the invoice.

8. Lithodomos’ Warranties and Service Levels

8.1. Lithodomos undertakes to perform the services covered by this Agreement with the expertise expected of a professional operator.

8.2. Save as otherwise established by mandatory provisions of law for fraud or gross negligence, Lithodomos shall not be liable for any direct or indirect loss of any nature and extent that may be suffered by the Supplier or third parties as a result of the use and/or failure to use the Portals, including in the case of delays or interruptions or by virtue of errors in and/or the malfunctioning of the Portals.

9. The Supplier’s Warranties

9.1. The Supplier represents and warrants:

    • 9.1.1. That the Services will be accessible in the manner and at the times communicated to Lithodomos pursuant to the Agreement, and will have the content described in the material furnished to Lithodomos pursuant to article 5.1 above;

    • 9.1.2. That the material furnished to Lithodomos pursuant to article 5.1 above is and will be correct and true, not breaching the personal and intellectual property rights of third parties;

    • 9.1.3. That the Supplier will bear all VAT (if payable), stamp duties and other taxes or deductions payable, on foot of the tax rules applicable from time to time, in connection with or relating in any way to the Products and the Services as well as to the collection of the price for the sale of Products and Services;

    • 9.1.4. That it is currently insured with a primary insurance institution to a minimum of US$5.0 million against damages caused to third parties in the exercise of the Services.

9.2. The Supplier shall indemnify and hold Lithodomos harmless against any claim, nuisance objection or demand by third parties that conflicts in any way with the warranties given above, and to this end at its own expense it shall take all appropriate action against those third parties and directly pay those third parties any sum that may be due to them in relation to the claims and nuisance in question, indemnifying and holding Lithodomos harmless in respect of the costs, including unrecoverable ones, stemming from the said claims and nuisance.

9.3.. Without prejudice to other remedies available to Lithodomos based on the law and/or the Agreement, in case of breach of any of the provision of the Agreement by the Supplier, Lithodomos shall have the right, at its own discretion, to withdraw any Supplier’s Product or Service or content, to restrict the Supplier’s use of the Portals, temporarily or permanently exclude (block) the Supplier from the Portals, or cancel existing bookings in the name of the Supplier without taking into account the applicable cancellation policies, and reject Users’ offers for the conclusion of a purchase with the Supplier.

10. Privacy and Communication with Users

10.1. The Users’ personal data specified in article 2.2 above (and communicated by Lithodomos to the Supplier) shall be processed by Lithodomos and by the Supplier, each within its own sphere of competence, as independent data controllers in compliance with the provisions of the applicable law.

10.2. Lithodomos shall provide the Users with appropriate information relating to the processing of their personal data for the purposes of issuing and managing Vouchers or redemption codes. In the absence of specific and further consent given by the Users, the personal data in question may be processed by the Supplier for the sole purpose of enabling and managing the performance of the Service and (regarding solely the data strictly necessary to that end) and complying with tax and accounting obligations and/or mandatory provisions of law.

11. Term and Withdrawal

11.1. This Agreement is for an indefinite term commencing from the date of acceptance signified by submission of the application form to Lithodomos on the website www.ancient-world.co, hereof. Lithodomos and the Supplier agree that either of them may withdraw from this Agreement at any time by registered letter (with return receipt) giving notice of 90 (ninety) business days.

12. Intellectual Property Rights

12.1. Lithodomos and its predecessors in title are the exclusive owners of all of the intellectual property rights (including copyright) in all elements of the Portal, including the software that enables it to operate.

13. Final Provisions

13.1. The Parties are autonomous entities and are not in any manner linked to each other by a permanent relationship or coordination obligation. Each of the parties expressly excludes any intention to establish a subordinate, associative, or joint venture relationship between them.

13.2. The Supplier shall not cede and/or transfer this Agreement to third parties in any manner.

13.3. This Agreement constitutes the entire agreement between the Parties with respect to the matters dealt with herein. This Agreement cancels and supersedes all previous accords between the parties in relation to the subject matter of the Agreement.

13.4. The Agreement may be amended from time to time by Lithodomos at its discretion by the provision of notice in writing not less than 10 (ten) business days before the change takes effect.

13.5. No waiver of an entitlement to assert a right or non-fulfilment shall be considered valid unless it is expressly stated in writing and signed by the Party issuing the waiver.

13.6. All the communications and materials indicated at articles 1, 2 and 5 herein above shall be transmitted by the Supplier to Lithodomos via email at the following address: tours@lithodomosvr.com. Save as otherwise provided in this Agreement, any other written communication to Lithodomos relating to the Agreement is valid and effective if made by registered mail with return receipt to the following addresses: as for Lithodomos: address P.O. Box 136, Prahran Victoria 3181 Australia; email tours@lithodomosvr.com as for the Supplier: email as indicated in the relevant “Organisation Name” section of the application form submitted to Lithodomos on the website www.ancient-world.co. For communications: by registered mail with return receipt, the date of receipt shall be the date indicated on the advice of delivery.

13.7. This Agreement has been the subject of comprehensive and analytical negotiations between the Parties, which have examined every individual clause and fully assessed its effects. This Agreement shall therefore be deemed to have been drawn up jointly by the Parties and no presumption may arise in the sense of favouring or prejudicing the Party that drafted any particular provision hereof.

14. Applicable Law and Venue

14.1. This Agreement is governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising of the courts exercising jurisdiction there.

14.2. Without prejudice to clause 13.7 above, the Supplier in any case expressly accepts and undersigns clauses 2.3 (refunds to third parties); 8 (limitations of Lithodomos’ liability); 9.3 (right to withdraw Products or Service or suspend access to the Portal); 11 (term and withdrawal); 13.2 (prohibition of transferring the agreement); 14 (applicable law and non-exclusive jurisdiction of the courts exercising jurisdiction there) of this Agreement.