Venue Listing Agreement

1. Parties, Preamble and Definitions

This Agreement governs the listing of sporting facilities on the Dribble Application. It is concluded between the Company and each venue operator that accepts it electronically through the Application under Clause 17.

“The Company”: Dribble Sports LLC, a limited liability company registered at the Companies Control Department in the Hashemite Kingdom of Jordan under no. (84375), located in King Hussein Business Park, Amman (the “Company”).

“The Venue”: the company, individual establishment or other person that operates a sporting facility, registers it in the Application and accepts this Agreement, identified by the registration details recorded in its account in the Application (the “Venue”). Where the Venue is an individual establishment, its owner accepts this Agreement in his/her personal capacity and is personally liable for the obligations of the establishment under it.

The Company and the Venue are each referred to individually as a “Party” and together as the “Parties”.

WHEREAS the Company owns and operates the Application, a digital platform through which users search for and book sporting facilities and arrange Matches;
WHEREAS the Venue operates a sporting facility and wishes to list it on the Application, together with its available times and prices, and to receive Bookings from Players through it;
WHEREAS the Company is willing to list the Venue’s facility and to collect the Venue Price from Players on the Venue’s behalf on the terms of this Agreement;
NOW, THEREFORE, the Parties agree that this preamble forms an integral part of this Agreement and that the following terms shall have the meanings set out below:

• “Application” or “Platform”: the Dribble mobile application, and any website, interface or other electronic system made available by the Company for the operation of its services. For the purposes of this Agreement, “Application” and “Platform” carry the same meaning.
• “Match”: any specific sporting fixture, defined by its time and place, booked through the Application and conducted under the Rules of the Sport, whether a refereed competitive match or a friendly match; this definition does not extend to tournaments organised by the Company.
• “Player”: the user who books the Venue or participates in a Match through the Application.
• “Referee”: an independent service provider who officiates a Match booked through the Application.
• “Booking”: a reservation of the Venue, or of a Match with or without officiating, made through the Application.
• “Venue Price”: the amount set by the Venue for the reservation of its court for the period of the Booking, as displayed in the Application before the Booking is confirmed, due to the Venue.
• “Platform Service Fee”: the Company’s own charge to the Player for its services, displayed as a separate item in the Cost Summary and not forming part of the Venue Price.
• “Venue Commission”: the Company’s remuneration payable by the Venue on each Booking, at the rate determined under Clause 7, deducted at settlement.
• “Total Booking Price”: the total amount payable by all Players for a Booking, as shown in the Cost Summary, including the Venue Price and the Platform Service Fee, but excluding any amount paid for officiating.
• “Cost Summary”: the itemised display of all amounts payable for a Booking before its confirmation.
• “Rules of the Sport”: the official or adopted rules of the sport concerned, and any Match-specific rules notified before the Match.
• “Cancellation Rules”: the rules on cancellation of, and refunds for, Bookings set out in Clauses 8.1 to 8.6.

2. Subject of the Agreement and the Company’s Role

2.1 The Company provides a digital platform through which the Venue displays its facility, its available times and its prices, and through which Players make Bookings. The Company displays the Venue’s offerings, performs matching and scheduling, keeps records, and collects the amounts due to the Venue on its behalf and for its account through payment institutions licensed in the Kingdom.

2.2 The Company is not a party to the booking contract between the Player and the Venue, and does not provide sporting facilities, does not operate the Venue’s premises and does not supervise the conduct of Matches. The Company is a principal only in respect of its own services, for which it charges the Platform Service Fee to the Player and the Venue Commission to the Venue.

2.3 The Company does not operate as a bank or financial institution and does not provide payment services. Amounts payable for Bookings are collected and settled through payment institutions licensed by the Central Bank of Jordan, and the Company acts in respect of those amounts only as the Venue’s collector for their receipt and settlement under Clause 5.

2.4 The Company gives no undertaking as to any number of Bookings, any level of occupancy or any revenue.

2.5 The Application may be interrupted for maintenance or for reasons outside the Company’s control. The Company does not guarantee that the Application will be uninterrupted or error-free, and may modify, suspend or discontinue any feature of it. The Company is not responsible for services provided by third parties through or alongside the Application, including payment institutions, maps and messaging services.

3. Listing, Price and Availability

3.1 The Venue sets the Venue Price, the available times, the duration of each slot and the rules of use of its facility, and may amend them at any time prospectively, without affecting Bookings already confirmed. Cancellation is governed exclusively by the Cancellation Rules, and the Venue does not set, publish or apply any cancellation terms of its own to Bookings made through the Application.

3.2 The Venue provides the listing information (description, photographs, facilities, location and times), warrants that it is true, accurate and current, and updates it whenever it changes. The Company displays this information as supplied, and the Venue is responsible for its accuracy.

3.3 The Company displays the Venue Price as set by the Venue, and displays its own charges as separate items; it does not present its charges as part of the Venue Price nor as a discount from it. The Company may offer Players discounts or promotions at its own cost; these do not reduce the Venue Price due to the Venue.

3.4 The Venue maintains the availability it publishes and honours every confirmed Booking.

3.5 The Company may correct formatting, resize, crop or technically adapt listing content for technical, formatting or accessibility purposes, without altering its substantive meaning, and may temporarily remove information it reasonably believes to be inaccurate, unlawful or misleading.

3.6 The Venue shall not accept, through any other channel, a booking conflicting with a confirmed Booking made through the Application. Where a conflict arises, the Venue bears the consequences of the refund or of providing a replacement.

3.7 Where the court becomes unavailable for any reason, the Venue immediately records it in the Application and, where possible, offers an equivalent court at the same time and price.

3.8 The Cancellation Rules apply uniformly to all Bookings made through the Application. The Venue adopts the Cancellation Rules in force at the time of each Booking as the cancellation terms of the booking contract formed under Clause 4.

3.9 The Venue represents and warrants that: it owns or lawfully controls the facility and is authorised to offer it for booking; it holds every licence and permit required to operate it; the person accepting this Agreement on its behalf is duly authorised to bind it; the listing information is true and accurate; the photographs and content it supplies are lawfully supplied and infringe no third-party right; the facility complies with applicable safety requirements; the Venue Price is lawful and accurately displayed; and the bank details it registers are correct and belong to it.

3.10 The Venue Price shall not exceed the price the Venue charges through its own direct channels.

4. Formation of the Booking Contract

4.1 Upon confirmation of a Booking, the booking contract forms directly between the Player and the Venue on the terms displayed at the time of Booking, including the Cancellation Rules.

4.2 Disputes arising from that contract are resolved between the Player and the Venue; the Company may make available the Booking records it holds.

5. Collection and Discharge

5.1 The Venue authorises the Company to collect the Venue Price due to it from Players, on its behalf and for its account, through payment institutions licensed in the Kingdom. The Company’s role in respect of those amounts is confined to their collection and their settlement to the Venue under this Agreement.

5.2 The Venue acknowledges that payment by the Player of the amounts shown in the Cost Summary through the Application constitutes direct fulfilment and discharges the Player’s obligation toward the Venue, to the extent paid, from the moment payment is completed, and the Venue may not claim the same amount from the Player again by any means.

5.3 Amounts collected for the Venue’s account are recorded in the Company’s books as amounts due to the Venue.

5.4 This Clause does not apply to any amount paid in cash at the Venue outside the Application; the Company is not a party to any payment made outside the Application and bears no obligation in respect of it.

6. Settlement

6.1 The Venue’s entitlement to the Venue Price accrues upon confirmation of the Booking, subject to Clause 8; any amount refunded to Players under it ceases to be due to the Venue. The Company records the entitlement in the Venue’s account in the Application. Settlement covers Bookings whose booked period has ended and is made to the bank account registered by the Venue, on a monthly basis, less the Venue Commission and any amount deductible under Clause 8. The Company is obliged to settle an amount only after, and only to the extent that, it has actually received that amount from the payment institution.

6.2 The Company may hold or delay settlement of any amount, for as long as reasonably necessary, to verify the Venue’s identity or bank details, to prevent fraud or unlawful activity, or while it investigates a complaint, a payment reversal or a safety incident connected with the Venue, and notifies the Venue of the hold unless the law or an investigation prevents it.

6.3 The Venue is responsible for issuing to Players any invoice required of it by law in respect of the Venue Price, and for its own general sales tax and income tax obligations. The Company is responsible only for its own charges.

6.4 Bank details are changed only through the Application and after the Company verifies the change. The Company is discharged by settling to the details registered by the Venue at the time of settlement.

6.5 The Company may, on reasonable notice, request evidence of the Venue’s licences, its insurance, its registered bank details and its Booking records, to the extent necessary to verify compliance with this Agreement or to resolve a settlement dispute.

6.6 Each Party independently complies with its own tax invoicing, registration, reporting and payment obligations.

6.7 Each Party issues its invoices through any electronic invoicing system where the law obliges it to do so, and provides the other with the data necessary for that purpose.

6.8 Where the law obliges either Party to withhold any amount from a payment, it withholds it and provides the other with the certificate evidencing the withholding.

6.9 At the end of each calendar month the Company performs a reconciliation covering all Bookings, cancellations, refunds, adjustments, amounts recoverable and compensation payable for that month, and provides the Venue with a reconciliation statement setting out the amounts settled, the amounts deducted and any outstanding balance in either direction. The Venue may contest an entry in the statement through the Application within fourteen (14) days of receiving it; an entry not contested within that period is treated as agreed. An outstanding balance due from the Venue is recovered under Clause 8.8.

6.10 Any amount settled to the Venue in error or in excess of its entitlement is returned by the Venue on demand, and the Company may deduct it from later settlements.

6.11 The Company may change the frequency of settlement by notice through the Application. On termination, the Company may hold the final settlement for up to sixty (60) days to cover refunds, payment reversals and other amounts due under this Agreement that arise after termination, and then settles the balance.

7. Venue Commission

The Venue Commission is the percentage of the Venue Price displayed to the Venue in its account in the Application before it accepts this Agreement, for each Booking made through the Application, plus any general sales tax due on it. The rate accepted is recorded in the accepted version sent to the Venue under Clause 16.8.

No commission is due on a Booking refunded in full, and on a Booking refunded in part the commission is calculated on the part of the Venue Price not refunded; in either case, where the refund is attributable to the Venue, the commission on the full Venue Price remains due.

8. Cancellation, Refunds and Recovery

8.1 Confirmation. A Booking is confirmed automatically once the number of Players required for the Match is reached by the confirmation deadline shown in the Application. Where, after confirmation, cancellations under Clause 8.2 reduce the number of Players below that required, the Company may cancel the Booking; Players who have not cancelled are then refunded in full, and the shares retained under Clause 8.2 remain due to the Venue.

8.2 Cancellation by a Player. A Player who cancels at least twelve (12) hours before the scheduled start is refunded in full, and the Venue Price corresponding to that Player’s share is not due to the Venue unless the place is filled by another Player. A Player who cancels less than twelve (12) hours before the scheduled start, or does not attend, is not refunded, and the Venue Price corresponding to that Player’s share remains due to the Venue.

8.3 Bookings not confirmed. Where the number of Players required is not reached by the confirmation deadline shown in the Application, the Booking lapses, every Player who has paid is refunded in full, and no amount, including the Venue Commission, is due to or from the Venue.

8.4 Cancellation by the Venue. Where the Venue cancels a confirmed Booking, does not make the court available at the booked time, or the Booking cannot be performed for a reason attributable to the Venue, every affected Player is refunded in full. A Booking cancelled by Players at the Venue’s request, or as a result of the Venue’s conduct, is treated as cancelled by the Venue.

8.5 Match not completed for a reason attributable to the Venue. Where a Match cannot be completed, or the facility materially differs from the listing information, for a reason attributable to the Venue, the Company may refund the Player in whole or in part according to the circumstances.

8.6 Interruptions not attributable to the Venue. Where the Match cannot be performed, or stops after it has begun, for a reason attributable to neither the Venue nor the Players, every affected Player is refunded the value of the unused portion; the corresponding part of the Venue Price is not due to the Venue, and is recovered under Clause 8.8 if already settled; and no further compensation is due from the Venue. Where the Match cannot be performed, or stops, for a reason attributable to the Players, including their conduct or a Referee’s decision to abandon the Match by reason of the Players’ conduct, no refund is due and the Venue Price remains due to the Venue. A Referee’s decision to stop the Match because the Venue’s conditions do not permit safe play is a reason attributable to the Venue for the purposes of Clause 8.5.

8.7 Where a Booking is refunded under Clause 8.4 or 8.5: (a) the part of the Venue Price corresponding to the amount refunded to Players is not due to the Venue, and the Company recovers any part already settled; (b) the Venue reimburses the Company for the Platform Service Fee and payment costs refunded in respect of that Booking; and (c) where the Booking is refunded in full, the Venue pays the Company agreed compensation equal to a percentage of the Total Booking Price, as follows: (i) ten percent (10%) where the Venue cancels the Booking forty-eight (48) hours or more before its scheduled start; (ii) twenty percent (20%) where the Venue cancels it less than forty-eight (48) hours but at least twelve (12) hours before its scheduled start; and (iii) thirty percent (30%) in any other case under Clause 8.4 or 8.5, including where the Venue cancels less than twelve (12) hours before the scheduled start or fails to make the court available at the booked time. Each percentage is increased by ten (10) percentage points from the third Booking refunded in full under Clause 8.4 or 8.5 within any period of six (6) months, and the compensation is in every case not less than JOD five (5).

8.8 Recovery is made by deduction from the Venue’s next settlements; if the amounts settled are insufficient, the Venue pays the balance within fourteen (14) days of a written demand.

8.9 The Company may deduct from the Venue’s entitlements: the Venue Commission; amounts recoverable or reimbursable under this Clause or Clause 6; amounts collected for the Venue’s account that are later reversed through the payment institution and not recovered from the Player; amounts set off under Clause 8.10; any amount the Company is required by law to withhold under Clause 6.8; and any other amount due from the Venue under this Agreement.

8.10 The Company may set off any amount due to it from the Venue against any amount due to the Venue and may withhold settlement of a disputed Booking until the dispute is resolved.

8.11 The Company determines, on the information available to it, whether a cancellation, non-availability or interruption falls under Clauses 8.4, 8.5 or 8.6 and the amount of any refund. Its determination is final for the purposes of refund, settlement and recovery, without prejudice to either Party’s rights under the law. The Company is not required to act on a Player’s report under Clauses 8.4 or 8.5 made more than twenty-four (24) hours after the scheduled end of the Match.

8.12 The Parties agree that the amounts payable by the Venue under Clauses 7, 8.7, 10.4, and 10.7 represent a genuine and reasonable pre-estimate of the loss the Company suffers in the circumstances described, including lost commission, and the costs of acquiring and serving Players, and that they fall due without the need for any notice or other formality.

9. Premises, Licences, Safety and Insurance

9.1 The Venue is solely responsible for its premises, its equipment, its lighting, its playing surfaces, its changing and sanitary facilities, and for the safety of every person present at them.

9.2 The Venue holds and maintains, at its own expense, every licence, permit and approval required for the operation of its facility, and complies with all applicable laws, regulations and municipal and public-safety requirements.

9.3 The Venue maintains, at its own expense and throughout the term, third-party liability insurance in amounts and with coverage reasonably appropriate to the nature, capacity and risks of its facility, provides evidence of it on request, and records in the Application without delay any lapse, cancellation or material reduction of the policy. That insurance is the first source of cover for claims arising at its facility. The Company provides no insurance cover for the Venue, its staff, its premises or any Player.

9.4 The Venue is responsible for its staff, contractors and anyone it allows onto its premises, and for their acts and omissions.

9.5 The Venue reports to the Company through the Application, without delay, any of the following occurring in connection with a Booking made through the Application or at its facility: serious injury or death; attendance of police or emergency services; a regulatory inspection; suspension or loss of a licence; closure of the facility; a material safety incident; or any claim or legal notice. The Venue cooperates with the Company to the extent necessary for each Party to respond.

9.6 The Venue admits the Referee officiating a Match booked through the Application and enables him/her to officiate it.

9.7 The Company may publish in the Application venue standards on safety, insurance (including minimum cover and, where available, naming the Company as an additional insured), first aid, cameras and recording, and sessions for minors or restricted to one sex. The venue standards form part of this Agreement and are amended under Clause 16.1.

9.8 In any event, the Venue shall not install or operate any camera or recording device in changing rooms, showers or toilets, and shall disclose in its listing information any camera that records the playing area or the space listed on the Application.

10. Treatment of Players

10.1 The Venue treats Players and Referees with respect, and does not discriminate on the basis of sex, religion, nationality, origin, disability or any other ground. Offering sessions restricted to one sex, where disclosed in the listing information or required by law, and refusing entry or service for reasons of safety, conduct, capacity, age or law, are not discrimination.

10.2 The Venue shall not charge a Player any amount for the use of the court during a Booking beyond the Venue Price, including for lighting, court access or any other charge connected with the court itself, and does not collect the Venue Price, or any part of it, other than through the Application. Goods and services that the Venue provides on its premises outside the Booking, and any damage a Player causes to the Venue’s property, are a matter between the Venue and the Player, and the Company is not a party to them.

10.3 The Venue does not use contact details or information obtained through the Application to move a transaction that originated through it off the platform, and does not propose to a Player payment outside the Application.

10.4 Any Booking originating through the Application remains subject to the Venue Commission notwithstanding any attempt to complete the payment or the arrangement outside the Application, and the Company may recover it as an amount due.

10.5 The Venue does not use Player information obtained through the Application to solicit Players away from it, to redirect its transactions, to market unrelated services, or to build an independent customer database.

10.6 The obligations in Clauses 10.3 to 10.5 continue for two (2) years after termination. A booking at the Venue by a Player who was first introduced to the Venue through the Application within the preceding twelve (12) months is presumed to originate through the Application unless the Venue proves otherwise. The Company may, on reasonable notice, inspect the Venue’s booking records to verify compliance with this Clause 10.

10.7 Without prejudice to the Company’s rights under Clause 15: (a) where the Venue charges a Player an amount in breach of Clause 10.2, the Company may refund that amount to the Player and recover it from the Venue, and the Venue pays the Company agreed compensation of twice the amount overcharged, and not less than JOD ten (10), for each Booking concerned; (b) where the Venue collects the Venue Price or any part of it other than through the Application, or otherwise breaches Clauses 10.3, 10.4 or 10.5, the Venue pays the Company, in addition to the Venue Commission due under Clause 10.4, agreed compensation equal to fifty percent (50%) of the Total Booking Price that would have applied had the booking been made through the Application at the Venue’s listed price for the same slot, and not less than JOD twenty (20), for each booking taken or payment collected in breach; (c) the amounts in paragraphs (a) and (b) are doubled for any breach occurring within twelve (12) months of a previous breach of the same paragraph, and a third breach within that period is a material breach for the purposes of Clause 15.6. The Parties agree that these amounts are a genuine and reasonable pre-estimate of the loss suffered by the Company, including lost commission, harm to the Company’s reputation and goodwill, the cost of acquiring Players, and harm to its relationship with Players and potential users; that they fall due without the need for any notice; and that they are recoverable under Clauses 8.8 and 8.9.

11. Independence of the Parties

11.1 Each Party is independent of the other. Nothing in this Agreement creates an employment relationship, a partnership, a joint venture or a company between them, and neither Party has authority to bind the other or to represent it before any person.

11.2 The Venue determines the manner of operating its facility, its staffing, its opening hours and its commercial policy, and remains free to receive bookings through any other channel or platform, without restriction or permission, subject to Clause 10.

11.3 The Venue’s obligations and responsibilities are not transferred to, or assumed by, the Company by reason of the Venue being listed in the Application or of the Company facilitating a Booking.

11.4 The Venue does not describe itself as an agent, partner or representative of the Company.

12. Personal Data

12.1 Each Party processes personal data in accordance with applicable personal data protection laws and regulations.

12.2 The Company discloses to the Venue the minimum booking information necessary to complete and manage the Booking. In respect of that information the Venue acts as an independent controller and is responsible for its own compliance.

12.3 The Venue uses that information solely to perform the Booking; does not sell or disclose it; does not use it for marketing or to contact Players for purposes unconnected with the Booking; and does not retain it beyond what the Booking requires and what the law obliges it to keep.

12.4 The Venue informs the Company through the Application or by e-mail, without delay and in any event within twenty-four (24) hours of becoming aware of it, of any breach of the security of that information, and cooperates with the Company to the extent necessary for each Party to meet its obligations under applicable law.

12.5 The Venue restricts access to that information to those of its personnel who need it to perform the Booking. Upon termination, the Venue deletes or securely destroys the information received from the Company.

12.6 The Company processes the personal data of the person who accepts this Agreement on behalf of the Venue and of each person who accesses the Venue’s account (name, identity document number, contact details and bank details) to conclude and perform this Agreement, and keeps it for the term of this Agreement and thereafter for two (2) years, or longer where the law requires. The data is hosted with the Company’s technical service providers, including Supabase in the United States, and is disclosed to licensed payment institutions for settlement and to competent authorities where the law requires. The data is protected by encryption in transit and at rest and by role-based access. Requests concerning that data are sent to info@dribble.pro. Each of those persons consents in his/her personal capacity, by a separate confirmation in the Application when first accessing the Venue’s account, to the processing of his/her data as described in this Clause and to its transfer outside the Kingdom, acknowledging that the Company cannot guarantee that the recipients follow standards required under the law applicable in the Kingdom.

13. Intellectual Property and Display Licence

13.1 The Venue grants the Company a non-exclusive, royalty-free licence, which the Company may extend to its service providers, to display its name, logo, photographs and listing information within the Application and in the Company’s marketing of the Application. The licence ends prospectively upon termination of this Agreement; the Company may continue to hold and use materials already incorporated into records of completed Bookings and historical records, and is not obliged to withdraw materials published before termination.

13.2 The Venue warrants that it holds the rights in the material it provides. The Application, its software, databases, designs and marks remain the property of the Company, and the Venue acquires no right in them beyond the use of the Application under this Agreement. Where the material shows any identifiable person, the Venue has obtained that person’s consent to its use under this Agreement.

13.3 The Company may use Booking volumes, occupancy and usage data and ratings in aggregated or anonymised form for the operation, development and promotion of the Application. The Company may provide the Venue with its own performance data.

13.4 The Company may display ratings and reviews that Players give the Venue, and decides the order and prominence in which listings appear in the Application. Reviews express the views of the Players who give them; the Company does not verify them, but may remove a review it reasonably considers unlawful or abusive. The Venue has no right to any particular placement. The Company may offer paid promotion of listings in the Application.

13.5 As between the Parties, data generated, obtained, created, or received through the Application, including Booking, Player and usage data, belongs to the Company. The Venue may use the Booking information disclosed to it only as permitted by Clause 12.

14. Liability and Indemnity

14.1 The Venue is wholly responsible for its premises, its equipment and safety, and for the performance of the booking contract, within the framework of applicable laws and regulations.

14.2 The Company is not responsible for injury, damage or loss to the extent arising from the Venue, its premises, equipment, staff, contractors, Players, Referees, or the conduct of a Match, save to the extent directly caused by the Company’s own wrongful act or breach of this Agreement. Any check the Company makes of Players or Referees is for its own purposes and is not a guarantee to the Venue of their identity or conduct.

14.3 The Venue indemnifies the Company, and holds it harmless, against any claim, demand, loss, damage, fine or expense (including legal fees and costs of defence) brought by a Player, a Referee, an employee or contractor of the Venue, a third party or a competent authority, and arising from: the Venue’s premises, equipment or staff; its licences or its failure to hold them; its tax obligations; inaccurate or misleading listing information; cancellation or non-availability of the court; its use of Player information; any breach by the Venue of this Agreement or of applicable law; any dispute arising from the booking contract; or content it has supplied. This indemnity does not extend to any claim to the extent it arises from the Company’s own wrongful act, and it survives termination of this Agreement.

14.4 To the maximum extent permitted by law, the Company’s aggregate liability to the Venue under this Agreement does not exceed the total Venue Commission actually retained by the Company from the Venue during the one (1) month preceding the event giving rise to the claim. This limit does not apply to fraud, to gross fault, or to death or personal injury or to the Company’s obligation to settle amounts it has actually received for the Venue’s account and that are not deductible under this Agreement.

14.5 Neither Party is liable to the other for loss of profit, loss of expected revenue, loss of business or opportunity, reputational loss or any indirect loss, save where such loss is direct and certain and the law requires its compensation. This Clause does not limit, and may not be relied on to reduce, the amounts payable by the Venue under Clauses 7, 8, 10.4, 10.7 and 14.3.

14.6 Clauses 14.4 and 14.5 operate only as between the Company and the Venue and confer no benefit on any Player or third party.

14.7 Neither Party is liable for failure or delay in performance caused by an event beyond its reasonable control, including natural disasters, epidemics, government action, war or civil unrest, interruption of telecommunications, internet, hosting or cloud services, cyber-attacks and failure of a payment institution. The affected Party notifies the other without delay; affected confirmed Bookings are cancelled and the amounts paid refunded to Players, unless a replacement is offered under Clause 3.7 and accepted; and amounts accrued for Bookings performed before the event remain due.

15. Term, Suspension and Termination

15.1 This Agreement takes effect when the Company activates the Venue’s listing under Clause 17.1 and continues until terminated under this Clause.

15.2 The Venue may terminate this Agreement at any time by closing its account in the Application, and termination takes effect on closure. The Company may terminate this Agreement for any reason by notice of not less than ten (10) days.

15.3 The Company may suspend or restrict the Venue’s listing where it reasonably considers this necessary by reason of: (a) breach of this Agreement; (b) suspected fraud or serious misconduct; (c) a safety concern; (d) a regulatory or legal concern, including the loss or suspension of a licence; (e) payment irregularities; (f) repeated cancellation or failure to honour Bookings; (g) inaccurate or misleading listing information; (h) misuse of Player information; (i) circumvention of the Application; or (j) conduct materially harmful to Players, Referees, other venues or the Company. Suspension is effected by notice stating the ground, unless the law or an investigation prevents its disclosure, and the Company reinstates the listing once it is satisfied that the ground has ceased. Where the Company reasonably considers it necessary on any of those grounds, the Company may also cancel any affected Booking and refund the Players; where the ground is attributable to the Venue, Clause 8.7 applies.

15.4 Upon termination, Bookings already confirmed are performed on their terms, unless the Player elects to cancel and be refunded; and the Parties settle the amounts due between them; where termination is by the Venue under Clause 15.2 or by the Company under Clause 15.6, Clauses 8.4 and 8.7 apply to any Booking cancelled as a result.

15.5 Termination does not affect amounts already due before it. Clauses 6.10, 6.11, 8, 10.4, 10.6, 10.7, 12, 13, 14 and 16.7, and Clauses 10.3 to 10.5 for the period stated in Clause 10.6, survive termination.

15.6 The Company may terminate this Agreement with immediate effect by notice in the event of: material or repeated breach; fraud or unlawful activity; loss of a licence required to operate the facility; a serious safety incident; misuse of Player information; circumvention of the Application; five (5) or more Bookings refunded under Clause 8.4 within any period of six (6) months; or insolvency or the commencement of liquidation. The Company may also terminate this Agreement with immediate effect where it reasonably considers this necessary to protect Players, Referees, other venues, the Company or third parties.

15.7 Suspension or termination under this Clause does not entitle the Venue to any compensation.

15.8 The Company may remove a listing that has received no Booking for one hundred and twenty (120) consecutive days, and may close an account that has been inactive for more than six (6) months, in each case without notice. A Venue whose account has been closed or suspended by the Company may not register again, or use another account, without the Company’s prior consent, and has no right to the restoration of its account or listing content.

16. General Provisions

16.1 The Company may amend this Agreement at any time by publishing the amended version in the Application with its effective date. Where an amendment is material, including any change to the Venue Commission or to the Cancellation Rules, the Company notifies the Venue through the Application and by e-mail at least thirty (30) days before it takes effect. Other amendments, and any amendment required by law, by a competent authority or for the security of the Application, take effect on publication. An amendment applies from its effective date and, in respect of Bookings, only to Bookings made after that date; Bookings already confirmed are performed under the terms in force when they were made. The Venue accepts an amendment by confirming it through the Application or by continuing to use the Application after its effective date. If the Venue does not accept an amendment, it may stop using the Application and close its account with immediate effect. No other amendment is valid unless made in writing and accepted by both Parties, including electronically through the Application.

16.2 The Company may assign this Agreement to an affiliate, or to any person or entity acquiring all or part of its business or the Application, by notice to the Venue.

16.3 This Agreement is the entire agreement between the Parties on its subject and supersedes any prior arrangement. Operational instructions published in the venue interface of the Application govern technical use of the Application only and do not amend this Agreement, save for the venue standards under Clause 9.7.

16.4 If any provision of this Agreement, or any part of one, is held invalid or unenforceable, the remaining provisions remain in force. The Parties acknowledge that they would have accepted this Agreement without the excluded provision.

16.5 A Party’s failure to enforce any provision of this Agreement is not a waiver of it.

16.6 Notices to the Venue are given through the Application or by e-mail to the address registered in its account. The Venue communicates with the Company through the Application or by e-mail to XXXXX@dribble.pro. A notice or communication given through the Application or by e-mail is in writing and is deemed received on the following working day.

16.7 This Agreement is governed by the laws of the Hashemite Kingdom of Jordan, and the courts of Amman have exclusive jurisdiction over any dispute. Before bringing any claim before the courts, a Party shall notify the other through the Application or by e-mail of the dispute and allow thirty (30) days for its amicable resolution.

16.8 This Agreement is issued in both Arabic and English; the Arabic text is the authorised and binding version and is the reference in the event of any dispute or difference in interpretation between the two texts. Upon acceptance, a copy of the accepted version is sent to the Venue’s registered e-mail address, and the Venue may download it from its account at any time.

16.9 On registration, the Venue uploads through the Application a recent extract from its commercial register, or the registration certificate of the individual establishment, and evidence of the authority of the person accepting this Agreement on its behalf. The Company may decline to activate a listing until it has verified them.

16.10 The Venue may not assign or transfer this Agreement or its account without the Company’s prior authorization. Any change in the operator of the facility is recorded in the Application before it takes effect; the new operator must accept this Agreement before receiving Bookings, and the Venue remains liable for Bookings confirmed before the change.

17. Electronic Acceptance

17.1 This Agreement is concluded electronically when the Venue’s authorised representative accepts it through the Application, and takes effect when the Company activates the Venue’s listing. Between the Parties, acceptance through the Application has the effect of a handwritten signature. Verification by a one-time code sent to the representative’s registered mobile number is the agreed procedure for confirming that the acceptance comes from the Venue. The Company’s electronic records of the acceptance, including its date, time and the version accepted, are evidence of it unless the contrary is proved.

17.2 The person who accepts this Agreement on behalf of the Venue represents that he/she is authorised to bind it. Any acceptance, instruction or change of details made through the Venue’s account is attributed to the Venue, unless the Venue has first reported to the Company through the Application or by e-mail that the account has been compromised.

17.3 Without prejudice to Clause 17.1, the Venue’s use of the Application, maintenance of an active listing, or receipt of any Booking or settlement through the Application constitutes its acceptance of this Agreement, including any amendment made under Clause 16.1, as in force at the time.

17.4 The Venue confirms that before accepting this Agreement it had the opportunity to review it, to take advice and to raise with the Company any question or request regarding its terms, and that it accepts it in the course of its business.