TicketClub™ Affiliate Agreement

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Overview

Ticket Club, ("Company”), operates the www.Ticketclub.com Web site. As part of its Web site, Ticket Club offers the Ticket Club Publisher Program (the "Program"), through which approved Publishers providing marketing services through owned or third party websites, subscription services, promotional services, and/or syndicated services are granted a limited, non-exclusive right to: (i) advertise and promote Ticket Club goods and services and the Ticket Club web site in a manner in compliance with this Agreement (defined below) and the Publisher Service Agreement between Publisher and Commission Junction or LinkShare. (ii) post or circulate an approved graphical or textual internet hyper-link (the “Link”) to the Ticket Club web site; and (iii) direct visitors to the web site (the specific URL) designated by Ticket Club (the “Destination Site”). Ticket Club and Publishers are parties to agreements with Commission Junction or LinkShare and are participants in the Commission Junction or LinkShare Network (the “Commission Junction or LinkShare Program”). This Agreement provides terms and conditions applicable to Your membership in the Program that are in addition to any terms and conditions that You have agreed to pursuant to Your Publisher Service Agreement with Commission Junction or LinkShare (“PSA”). Capitalized terms used in this Agreement not otherwise defined herein shall have the same meaning as defined in the PSA, or if not defined in the PSA, as reasonably understood by the nature and context in the PSA and this Agreement. Nothing contained within this Agreement may conflict with the terms and conditions in the PSA; in the case of such conflict, the PSA shall control.

Publishers are offered the opportunity to earn a commission for referring visitors to the Ticket Club web site who complete the Transaction required under the Program on Ticket Club’s Destination Site. The commission rate will be set forth within the Commission Junction or LinkShare Program Term for Ticket Club and may be changed from time to time by Ticket Club with seven (7) days written notice through the Network Service (via the “Replace” option) with effect from the 8th day (or such later date as specified by Ticket Club). Payment of commissions earned by Publisher for valid Ticket Club transactions shall be made by Ticket Club through Commission Junction or LinkShare in accordance with the terms of the Commission Junction or LinkShare Program.

Approval

Participation in the Program is subject to Ticket Club’s approval. Prospective Publishers must first submit an application to Ticket Club through Commission Junction or LinkShare in order to become an approved Publisher eligible to post Links to the Ticket Club Web site and earn commissions. After the application has been submitted, Ticket Club will have the option of approving or declining the application for any reason or no reason.

If approved, the Publisher/You will have already acknowledged acceptance of this Agreement by having clicked through the “Apply To Program” (or otherwise named by Commission Junction or LinkShare) button, having checked the box stating “Yes, I have read and accepted the following terms and conditions”(or as otherwise described by Commission Junction or LinkShare) and having clicked the button to continue, thereby assenting to the Special Terms and Conditions of the Program between Ticket Club and Publisher (also referred to as this “Agreement”). This Agreement shall apply only to approved Publishers who accept the Special Terms and Conditions of the Program and only Publishers who accept this Agreement may participate in the Program.

Other than for the payment of commissions, Publisher shall have no claims to any additional compensation, commissions or business derived by or through a Destination Site.

Participation in the Program does not constitute an employment, broker or agency relationship between Publisher and Ticket Club nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.

Ticket Club Specific Policies

Enrollment in the Program

To begin the enrollment process, Publisher must submit a completed “Affiliate Application”, with up-to-date and accurate contact information. Ticket Club will evaluate Publisher’s application in good faith and will notify Publisher of Ticket Club’s acceptance or rejection. Publisher’s application may be rejected if Ticket Club determines (in our sole discretion) that Publisher’s site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• Promote violence
• Promote illegal activities
• Promote sexually explicit content
• Promote any type of discrimination
• Violate any copyrights or intellectual property rights
• Contain any parameter deemed inconsistent with the standards of behavior and decorum associated with our brand and website

Participation in the Program

Once the Publisher’s application has been approved by Ticket Club, Publisher agrees to provide Ticket Club with additional and updated information as it pertains to this Agreement. Additional and updated information shall include, without limitation, contact information, a change in site ownership, a change in URL address, or a change in Type of Publisher Website (defined below). Subject to approval by Ticket Club, Publisher may employ additional URLs under this Agreement. If it is discovered that Publisher has employed additional URL’s without Ticket Club’s prior approval, Publisher may be subject to penalties, including, but not limited to, account suspension or termination.

Order Tracking and Processing

Commission Junction (“Account Manager”) will track all transactions made by customers who follow special links from Publisher’s site to Ticket Club’s site. Reports summarizing sales activities will be available through Account Manager.

To enable accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and our site are properly formatted. When customers come to Ticket Club’s site via Publisher links, our web server sends a client-side text string (cookie) containing your unique Publisher code to their computers. Our system then uses those strings to identify your site at the point of purchase or sale.

Ticket Club is responsible for all aspects of order processing and fulfillment. Along with providing customer service, we will handle all transaction logistics including payments, cancellations, and shipping. Ticket Club reserves the right to cancel orders that do not comply with any requirements Ticket Club establishes. Publisher will not be paid for transactions that, for any reason, are not completed due to cancellations or chargebacks or that cannot be fulfilled for any other reason.

Qualifying Transactions

For a transaction to qualify for a commission, the customer must do the following: follow a link (in the format specified by Ticket Club) from Publisher’s site to Ticket Club’s; purchase or activate a membership and remit full payment to Ticket Club in the case of a purchase. Transactions made by existing Ticket Club customers are subject to review. Ticket Club reserves the right to reject transactions that do not comply with these or other requirements that Ticket Club periodically establishes. Publisher site will be credited for every qualifying transaction, including repeat purchases or sales that occur within the action referral period specified in the Program Term.

Prohibition against Spyware and other Parasites

Ticket Club prohibits Publisher traffic generation methods which rely on software, toolbars, or BHO’s to initiate a forced click or automatic/stuffed cookie drop. Publisher may not use spyware or parasitic software nor have or maintain a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Ticket Club and/or partner sites in Ticket Club’s sole discretion). Ticket Club encourages all Publishers to report suspicions of such relationships.

Coupon Policy and Prohibitions

Publisher may only publish official Ticket Club discount codes on Publisher’s website that Ticket Club may send as part of the Publisher Program. Publisher may not publish discount codes not sent by Ticket Club directly to Publisher as part of the Publisher Program or publish misleading or false information about Ticket Club.com discount codes or other Ticket Club site discount codes. Publisher may not publish discount codes that are not directly provided by Ticket Club to Publisher. Misleading information includes but is not limited to the following: posting a discount code with the wrong corresponding description of the discount, posting an expired discount code, and directing visitors to click a link to receive a discount automatically (ie: “click here for 10% off”). Publisher is responsible for all content on Publisher’s website including but not limited to third party posts, advertisements, and comments.

Other Prohibitions

Publisher may not “mask” or “redirect” any domain name/URL to Ticket Club.com, “frame” any portion of Ticket Club.com, copy and insert any portion of Ticket Club.com into another, or in any way infringe upon our copyrighted material. You may not use such terms as “cheapest” or “lowest”, or any other superlatives suggesting unverified, unsubstantiated claims. False or misleading statements or advertisements about Ticket Club shall not be used when referencing the Ticket Club name, or bearing the Ticket Club name, logo, or registered trademarks.

Confirmation of Sales

For all accepted sales made by the customer within the action referral period, you will receive the commission rate stated in the Program Term. If a sale is rejected (because the customer's credit card declines), you will not receive a commission. (Less than 1% of sales get rejected). All sales are confirmed 10 days after the transaction date.

Monthly Payments

Publisher will receive commission payment monthly for all sales that have been confirmed during a given month. Payment to the Publisher shall be processed within 30 days following the end of the month in which the payment has been confirmed. The monthly payment calendar is based on confirmation date, not the date of the actual sale/sign up. Publisher’s commissions will be delivered to you in full minus any taxes that may be required by law to withhold. If a transaction that generated a commission is later cancelled by a customer, we will deduct the corresponding commission from your next payment, or if thereafter your site accrues no commissions during the following 6 months, we may send you a bill for the overpayment. More details regarding payments are available through your Account Manager.

Policies and Pricing

Customers who buy or sell memberships through this program will be deemed to be customers of Ticket Club. Accordingly, all Ticket Club rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply. We may change our policies and operating procedures at any time.

Limited License

Ticket Club grants Publisher a nonexclusive, revocable right to use graphic images, text, technology and content Ticket Club provides to Publisher and other text, images, technology and content for which Ticket Club grants express permission, solely for the purpose of identifying Publisher site as a Program participant and to assist in generating membership transactions. Publisher may not use any such images, text, or content, or any tool or technology provided by Ticket Club (including but not limited to data feeds, API, search-plug ins, or widgets) for any purpose outside of generating membership transactions. Publisher may not modify any of these graphic images, text, technology or content in any way. Ticket Club reserves all intellectual property rights of Ticket Club’s ticket sites, including text, graphic images or any other images, trade names, trademarks, copyrights, patent rights or applications, or service marks. Publisher agrees to follow Ticket Club’s trademark guidelines and is aware that these may change.

Responsibility for your Site

Publisher is solely responsible for the development, content, operation, and maintenance of your site. This responsibility includes:

• Functionality of links to one of Ticket Club’s ticket sites
• The technical operation of your site and all related equipment
• The accuracy and appropriateness of site content (including ticket-related information)
• The assurance that site content does not violate or infringe upon the rights of any third party (including copyrights, trademarks, privacy, or other personal and proprietary rights)
• Assurance that site content is neither libelous or otherwise illegal

Email Marketing Policy

Publishers wishing to engage in email marketing as it pertains to this Agreement must obtain prior approval from Ticket Club before employing the method. You may not use email marketing unless such marketing complies with all U.S. State and Federal SPAM laws, including by not limited to the provisions of the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, as well as any applicable international laws such as the Canadian anti-spam laws. Failure to adhere to the provisions may result in the immediate termination of this Agreement.

Paid Search Engine Marketing Policy

Ticket Club understands that many Publishers use paid Search Engine Marketing (Search Engine Marketing “SEM” or Pay Per Click “PPC”) as part of their marketing efforts. The following is Ticket Club’s SEM/PPC Policy:

Publishers participating in Search Engine Marketing (SEM/PPC) are not allowed to purchase, use, or bid for placement on any of the following Marks, which include without limitation:

• BuyBetterTickets
• Cheappricedtickets
• Hailstorm
• Lowbudgettickets
• Point-of-Sale Software
• Ticketboard Pro Software
• TicketLiquidator
• TicketNetwork
• TicketsPlus
• Ticket Summit
• TrustedTickets
• SuperBoleteria
• TicketSpot
• TicketClub
• Ticket Club
• Any other Mark belonging to the TicketNetwork property

This also includes but is not limited to the use of any of the above-referenced Marks with one of the following words or phrases: coupon, discount, coupon code, discount code, code, promotion, promo, promo code, or save.

This also includes any variations of the words or URLs or misspellings of the Marks with any search engine. List subject to change.

Violations and Penalties

Violations by Publisher of the provisions of this Agreement shall lead to penalties assessed against Publisher by Ticket Club. Such penalties shall include but not be limited to the following: suspension of Publisher account; termination of Publisher account; reversal of payments to Publisher; and public notification of Publisher’s suspected malfeasance. Reversals may occur should Ticket Club find that Publisher has violated provisions at the time of the sale for which a commission is earned and may take place during the pay period in which the commission is posted or at a later date should a violation be found after a commission has been posted.

Limitation of Liability

Ticket Club will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, Ticket Club’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to Affiliate under this Agreement.

Indemnification

Affiliate agrees to indemnify, defend and forever hold Ticket Club (and its parents, affiliates, subsidiaries or entities under common ownership or control) and all of its respective present and former officers, members, shareholders, directors, employees, representatives, attorneys, insurers and agents, and their successors, heirs and assigns (each , in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), harmless from and against any and all third-party losses, liabilities, claims, costs, damages and expenses (including, without limitation, fines, forfeitures, outside attorney’s fees, disbursements and administrative or court costs) arising directly or indirectly out of or relating to (1) a breach by Affiliate of his Agreement or of any representation, warranty, covenant or agreement contained herein or (2) Affiliate’s site, including but not limited to any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices, deceptive use of URL names, cybersquatting/domain name issues, consumer fraud, injury, damage or harm of any kind to any person or entity.

Should any of the above-named claims be brought against Ticket Club, Ticket Club shall (i) promptly notify Affiliate of any matters in respect to which the indemnity may apply and of which Ticket Club has knowledge; (ii) give Affiliate the right to control the defense and all negotiations relative to the settlement of any such claim; and (iii) cooperate with Affiliate, at Affiliate’s cost and expense in the defense or settlement thereof. Should Ticket Club choose to participate in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, Ticket Club’s costs shall be borne by Affiliate.

Disclaimers

Ticket Club names no express or implied warranties or representatives with respect to the Program or any tickets sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Ticket Club makes no representation that the operation of Ticket Club.com will be uninterrupted or error-free, and Ticket Club will not be liable for the consequences of any interruptions or errors.

Term and Termination

The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement and the relationship, in accordance with the following: (i) Ticket Club shall provide Publisher with seven (7) days written notice via the Network Service (via the “Expire” option), except as provided for in Section 4(B) below; or (ii) Publisher shall use the automated system within the Network Service to expire the affiliation and Publisher shall comply with Sections 4(D)(v) and 4(D)(vi) below.

This Agreement may be terminated immediately by Commission Junction or LinkShare in the event that Publisher: (i) violates the PSA; or (ii) violates this Agreement.

Upon any termination of this Agreement, Ticket Club and Publisher will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination or as provided herein, provided that no such termination will relieve Publisher from any liability arising from any breach of this Agreement occurring prior to termination.

Upon termination of this Agreement, (i) Ticket Club’s acceptance of additional referrals obtained through Publisher shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Publisher shall be entitled only to those unpaid commissions, if valid, earned by Publisher on or prior to the date of termination, (iii) Publisher shall in no event be entitled to commissions with respect to any amount of valid referrals delivered after the date of termination, (iv) all rights and licensees of Publisher hereunder shall immediately terminate, (v) Publisher shall cease all uses of any trade names, trademarks, service marks, logos and other designations of Ticket Club or the Program, and (vi) Publisher shall remove all Ticket Club links.

Additional Terms

The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.

No delay or failure by Ticket Club in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

The rights and remedies of Ticket Club are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.

This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.

By applying to the Program through the Network Service, and by clicking-through the “Apply To Program” (or otherwise named by Commission Junction or LinkShare) button and clicking to continue after checking the box acknowledging Your reading of this Agreement, You execute, accept, enter into, and become a party to this Agreement, effective on the date of such acceptance to this Agreement.

Ticket Club reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days written notice through the Network Service (via the “Replace” option) with effect from the 8th day (or such later date as specified by Ticket Club) to Publisher. If any modification is unacceptable to Publisher, Publisher’s sole recourse is to terminate this Agreement by expiring the relationship and/or rejecting the new Program Term offered. Publisher’s continued participation in the Program by accepting the newly offered Program Term with new terms and conditions for this Agreement constitutes Publisher’s binding acceptance to the change.

This Agreement shall be governed by the laws of the State of Connecticut USA, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts in Hartford County, Connecticut and, to the extent that federal courts have exclusive jurisdiction, in Hartford County, Connecticut. Publisher consents to such venue and jurisdiction.

Official notices to Ticket Club should be sent to:

TicketNetwork
75 Gerber Road, East
South Windsor, CT 06074

BY APPLYING FOR THE TICKET CLUB PROGRAM AND CLICKING ON THE ACCEPTANCE BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.

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