This agreement contains the complete terms and conditions that apply to an individual or entity's participation in the TicketNetwork Program (the 'Program'). As used in this Agreement, Ticket Software LLC (the corporation holding the TicketNetwork trademark) will be referred to as 'we' and the applicant will be referenced as 'you.' The term 'site' applies to a World Wide Web site whether accessible to the public in general or some smaller group via an intranet and, depending on the context, refers to either TicketLiquidator.com, another TicketNetwork website, or any site that you will link to ours.
To begin the enrollment process, you must submit a completed Affiliate Application. We will evaluate your application in good faith and will notify you of our acceptance or rejection. Your application may be rejected if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
We will track and process all transactions made by customers who follow special links from your site to our site. You will be able to access reports summarizing sales activity: the form, content, and frequency of the reports may vary from time to time at our discretion.
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 our ticket site via your links, our web server sends a client-side text string (cookie) containing your unique affiliate code to their computers. Our system then uses those strings to identify your site at the point of purchase or sale.
We are 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. We reserve the right to cancel orders that do not comply with any requirements we establish: you 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.
For a ticket transaction to qualify for a commission, the customer must do the following: follow a link (in the format specified by us) from your site to ours; purchase tickets from our site; accept delivery of the tickets at the shipping destination; and remit full payment to us in the case of a purchase. Transactions made by existing TicketNetwork customers are subject to review. We reserve the right to reject transactions that do not comply with these or other requirements that we periodically establish. Your site will be credited for every qualifying transaction, including repeat purchases or sales that occur within 45 days of referral from your site.
Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of TicketNetwork and/or partner sites) is subject to punitive actions by TicketNetwork, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. We encourage affiliates to report suspicions of such relationships; and, should substantial proof, as judged by TicketNetwork, be provided, TicketNetwork reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.
You will earn commissions for each qualifying purchase of tickets on the ticket site. You will receive your commissions monthly, within 14 days following the end of the month in which they are earned. Your commissions will be mailed to you at the address we have on file for you minus any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than $20.00, we may hold those commissions until the total amount due is at least $20.00 or, if earlier, this Agreement is terminated. 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.
Customers who buy or sell tickets through this Program will be deemed to be customers of TicketNetwork. Accordingly, all TicketNetwork 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.
We grant you a nonexclusive, revocable right to use graphic images and text we provide to you and other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating ticket transactions. You may not modify graphic images in any way. We reserve all intellectual property rights of our ticket sites, including text, graphic images or any other images, trade names, and trademarks. You agree to follow our trademark guidelines and are aware that these may change. We may revoke your license at any time by giving you written notice.
You are solely responsible for the development, content, operation, and maintenance of your site. This responsibility includes:
The term of this Agreement will begin upon our acceptance of your Affiliate Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are eligible to earn referral fees only on ticket transactions that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. To ensure that you are paid the correct amount, we may withhold your final payment for a reasonable time.
We may modify any of the terms of conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM WILL CONSITUTE BINDING ACCEPTANCE OF THE CHANGE.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You may not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this section.
We 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, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
You agree to indemnify, defend and forever hold Ticket Software LLC (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 attorneys’ fees, disbursements and administrative or court costs) arising directly or indirectly out of or relating to (1) a breach by you of this Agreement or of any representation, warranty, covenant or agreement contained herein or (2) your 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 Software LLC, Ticket Software LLC shall (i) promptly notify you of any matters in respect to which the indemnity may apply and of which Ticket Software LLC has knowledge; (ii) give you the right to control the defense and all negotiations relative to the settlement of any such claim; and (iii) cooperate with you, at your cost and expense in the defense or settlement thereof. Should Ticket Software LLC 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 Software LLC’s costs shall be borne by you.
We name no express or implied warranties or representations with respect to the Program or any tickets sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Hartford, Connecticut, except that, to the extend you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Connecticut (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration or otherwise.
This Agreement will be governed by the laws of the United States and the state of Connecticut, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.