TicketNetwork Affiliate Program Agreement

This TicketNetwork Affiliate Program Agreement (“Agreement”) is between TicketNetwork, Inc. hereinafter referred to as “TicketNetwork,” “we” or “our” and you as the applicant. As used in this Agreement, the applicant (whether an individual or an entity) will be referenced as “Affiliate,” “you,” or “your.” The term “site” applies to a World Wide Web site whether accessible to the public in general or some smaller group via an intranet. This Agreement contains the complete terms and conditions that apply to your participation in the TicketNetwork Affiliate Program (the “Program”) Your participation in the Program may also require your consent to additional terms that are specific to the Third Party Affiliate Platform (defined below) you are joining. These additional terms are available for your review on your applicable third party network’s website and will be referred to in this Agreement as “Third Party Affiliate Platform Terms.” Enrollment in the Program To begin the enrollment process, Affiliate must submit a completed Affiliate Application with up-to-date and accurate contact information. TicketNetwork will evaluate Affiliate’s application in good faith and will notify Affiliate of TicketNetwork’s approval or rejection. Affiliate’s application may be rejected if TicketNetwork determines (in its sole discretion) that Affiliate’s site is unsuitable for the Program. Unsuitable websites 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;or
• contain any parameter deemed inconsistent with the standards of behavior and decorum associated with our brand and website

Participation in the Program If Affiliate’s application is approved by TicketNetwork, Affiliate agrees to provide TicketNetwork with additional and updated information as it pertains to this Agreement. Additional and updated information shall include, without limitation, contact information, a change in Affiliate site ownership, a change in URL address, or a change in Affiliate Website Type (as defined in the Third Party Affiliate Platform Terms). Affiliate agrees to continue to provide TcketNetwork with updated information so that all such information remains current. Subject to approval by TicketNetwork, Affiliate may employ additional URLs under this Agreement. If it is discovered that Affiliate has employed additional URLs without TicketNetwork’s prior approval, Affiliate may be subject to penalties, including but not limited to, account suspension or termination from the TicketNetwork Program. Order Tracking and Processing Your affiliate platform (“Third Party Affiliate Platform”) will track all transactions made by customers who follow special links from Affiliate’s site to TicketNetwork’s site. Reports summarizing transactions will be available through your Third Party Affiliate Platform. To enable accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and the TicketNetwork site are properly formatted. When customers come to TicketNetwork’s site via Affiliate links, the affiliate network web server sends a client-side text string (cookie) containing your unique affiliate code to their computers. The network’s system then uses those strings to identify your site at the point of purchase or sale. TicketNetwork is responsible for all aspects of order processing. Along with providing customer service, TicketNetwork will handle all transaction logistics including payments, cancellations, and shipping. TicketNetwork reserves the right to cancel orders that do not comply with any requirements TicketNetwork establishes. Qualifying Sales For a ticket sale to qualify for a commission, the customer must do the following: follow a link (in the format available through the Third Party Affiliate Platform and specified by TicketNetwork) from Affiliate’s site to TicketNetwork’s site; purchase tickets from TicketNetwork’s site; accept delivery of the tickets at the shipping destination; and remit full payment to the applicable merchant. A sale that involves completion of all of these steps shall be known as a “valid sale.” TicketNetwork follows the last click model, meaning the last affiliate link the customer visits before completing their purchase shall receive credit for the valid sale. Transactions made by existing TicketNetwork customers are subject to review and may not constitute a valid sale. Purchases of gift cards, or their equivalent, due not qualify as a valid sale. TicketNetwork reserves the right to reject any sale that does not comply with these or other requirements that TicketNetwork periodically establishes. Affiliate site will be credited for every valid sale including repeat purchases or sales that occur from your site within the action referral period stated in the Third Party Affiliate Platform Terms. Affiliate will not be paid a commission for sales that, for any reason, are not completed due to cancellations or chargebacks or that cannot be fulfilled for any other reason (“invalid sales”). Prohibition against Spyware and other Parasites TicketNetwork prohibits Affiliate traffic generation methods which rely on software, toolbars, or browser helper objects also known as BHOs to initiate a forced click or automatic/stuffed cookie drop. Affiliate 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 TicketNetwork and/or partner websites in TicketNetwork’s sole discretion). TicketNetwork encourages all Affiliates to report suspicions of such relationships. Coupon Policy and Prohibitions Affiliate may only publish official TicketNetwork discount codes on Affiliate’s site that TicketNetwork may send as part of the Affiliate Program. Affiliate may not publish misleading or false information about TicketNetwork.com discount codes or other Ticket Network site discount codes or promotional offers. Affiliate may not publish discount codes that are not directly provided by Ticket Network to Affiliate. 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 (i.e. “Click here for 10% off”). Affiliate is responsible for all content on Affiliate’s site including but not limited to third party posts, advertisements, and comments. Other Prohibitions Affiliate may not “mask” or “redirect” any domain name/URL to TicketNetwork.com, “frame” any portion of TicketNetwork.com on its own site, copy and insert any portion of the content located at TicketNetwork.com into any other website, or in any other 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 TicketNetwork shall not be used when referencing the TicketNetwork name, or using the TicketNetwork name, logo, or registered trademarks. Confirmation of Sales For all valid sales made by you during the action referral period, you will receive a variable commission. The commission structure can be found through your Third Party Affiliate Platform and is subject to change from time to time. Commission shall be earned only on the subtotal of a valid sale. The subtotal of a valid sale is the order total less shipping/delivery fees, service fees, and any promotional discounts. If a sale is rejected (because the customer’s credit card is declined or the tickets are no longer available, or for any other reason), or is otherwise determined to be an invalid sale, you will not receive a commission. All sales are confirmed ten (10) days after the sale date. Monthly Payments Affiliate will receive a monthly commission payment for all valid sales that have been confirmed during the previous month. Payment to Affiliate shall be processed according to the payment terms set forth in your applicable Third Party Affiliate Platform Terms. The monthly payment calendar is based on the date we confirm that the sale was valid, not the actual sale date. More details regarding payments are available through your Third Party Affiliate Platform. Policies 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. Limited License TicketNetwork grants Affiliate a, limited, nonexclusive, revocable right to use graphic images, text, technology and content TicketNetwork provides to Affiliate and other text, images, technology and content for which TicketNetwork grants express permission, solely for the purpose of identifying Affiliate site as a Program participant and to assist in generating ticket sales. Affiliate may not use any such graphic images, text, technology, or content, or any tool or technology provided by TicketNetwork (including but not limited to data feeds, API, search-plug-ins, or widgets) for any purpose outside of generating ticket sales. Affiliate may not modify any of these graphic images, text, technology or content in any way. TicketNetwork reserves all intellectual property rights in TicketNetwork’s sites, including text, graphic images or any other images, trade names, trademarks, copyrights, patent rights or applications, or service marks. Affiliate agrees to follow TicketNetwork’s trademark guidelines and is aware that these may change. Responsibility for Your Site You are solely responsible for the development, content, operation, and maintenance of your site. This responsibility includes:

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

Affiliates wishing to engage in email marketing as it pertains to this Agreement must obtain prior approval from TicketNetwork .If TicketNetwork provides approval 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. Additionally, all Affiliates utilizing email marketing to international customers must also meet the SPAM laws and regulations of those countries where customers reside. Failure to adhere to this provision may result in the immediate termination of this Agreement. Paid Search Engine Marketing Policy TicketNetwork understands that many Affiliates use paid Search Engine Marketing (Search Engine Marketing “SEM” or Pay Per Click “PPC”) as part of their marketing efforts. The following is TicketNetwork’s SEM/PPC Policy: Affiliates participating in Search Engine Marketing (SEM/PPC) are not allowed to purchase, use, or bid for placement on any of the following Protected SEM Bidding Keywords:

• BuyBetterTickets,
• Cheappricedtickets,
• Hailstorm,
• Lowbudgettickets,
• Point-of-Sale Software,
• Ticketboard Pro Software,
• Ticketliquidator,
• TicketNetwork,
• Ticketsplus,
• TicketSpot,
• Ticket Summit,
• Trusted Tickets,
• SuperBoleteria,
• ezEvent,
• PrimeTix,
• SuperBillets,
• and any other registered trademark belonging to TicketNetwork or a TicketNetwork-related entity.

This list is subject to change. You should review the list periodically for any updates. Violations and Penalties Violations by Affiliate of the provisions of this Agreement shall lead to penalties. Such penalties may include but are not limited to the following: suspension of Affiliate account from Program; termination of Affiliate account from Program; reversal of payments to Affiliate; and public notification of Affiliate’s suspected violation. Reversals of an accepted sale may occur should TicketNetwork find that Affiliate 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. Term and Termination of the Agreement The term of this Agreement will begin upon TicketNetwork’s approval of Affiliate’s Application and shall continue indefinitely unless terminated by either party in accordance with the terms of this Agreement. Either Affiliate or TicketNetwork may terminate this Agreement at any time, with or without cause, by written notice of termination. Affiliate is eligible to earn commissions only on ticket sales that occur during the term, and commission earned through the date of termination will remain payable only if the corresponding orders are not cancelled or returned. To ensure that Affiliate is paid the correct amount of commission due TicketNetwork may withhold Affiliate’s final payment for a reasonable time. Force Majeure TicketNetwork shall not be responsible for any delay in performance or failure to perform its obligations under this Agreement where such delay or failure is caused by acts of God, strikes, labor disputes or other forces over which TicketNetwork has no control. Modification TicketNetwork may modify any of the terms or conditions contained in this Agreement, at any time and in our sole discretion, upon written notice through your Third Party Affiliate Platform or by posting a change notice or new agreement on TicketNetwork’s 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 AFFILIATE, AFFILIATE’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY ALLOWING THE AGREEMENT TO EXPIRE, PROVIDING TICKETNETWORK WITH WRITTEN NOTICE OF TERMINATION, AND/OR REJECTING THE NEW PROGRAM TERM OFFERED. AFFILIATE’S CONTINUED PARTICIPATION IN THE PROGRAM WILL CONSITUTE BINDING ACCEPTANCE OF THE CHANGE. Relationship of Parties Affiliate and TicketNetwork are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between Affiliate and TicketNetwork. Affiliate will have no authority to make or accept any offers or representations on TicketNetwork’s behalf. Affiliate may not make any statement, whether on Affiliate’s site or otherwise, that would reasonably contradict anything in this section. Limitation of Liability TICKETNETWORK 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, TICKETNETWORK’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO AFFILIATE FOR THE PERIOD TWELVE (12) MONTHS PRIOR TO THE INCIDENT CAUSING SUCH DAMAGE OR LOSS. Indemnification Affiliate agrees to indemnify, defend and forever hold TicketNetwork 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 Affiliate of this 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 one of the Indemnified Parties, the Indemnified Party shall (i) promptly notify Affiliate of any matters in respect to which the indemnity may apply and of which the Indemnified Party 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 provided however that Affiliate’s obligation to indemnify TicketNetwork shall only be affected to the extent TicketNetwork’s failure to comply with the requirements in this paragraph materially prejudices Affiliate’s right to defend a claim. Should the Indemnified Party choose to participate in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, the Indemnified Party’s costs shall be borne by Affiliate. Confidentiality You agree not to disclose TicketNetwork’s confidential information without our prior written permission. “TicketNetwork’s Confidential Information” includes: (a) all trade secrets, proprietary data and other information (whether written or oral) about its business operations, employees, contractors, and third-party clients (b) all TicketNetwork software, technology and documentation relating to the Program; (c) sales information or other statistics relating to the Program; and (c) any other information made available by TicketNetwork that is designated confidential or would normally be considered confidential under the circumstances in which it is provided. TicketNetwork Confidential Information does not include information which (i) is or becomes known or available to the public and did not become so known or available through Affiliate’s breach of this Agreement, or was given to you by a third party without any breach of any confidentiality restriction. Disclaimers TICKETNETWORK MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY TICKETS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, TICKETNETWORK MAKES NO REPRESENTATION THAT THE OPERATION OF TICKETNETWORK.COM WILL BE UNINTERRUPTED OR ERROR-FREE, AND TICKETNETWORK WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF 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. Arbitration Except for disputes related to payment obligations and intellectual property claims, which shall be submitted to and resolved exclusively by the United States District Court for the District of Connecticut, the parties consent to the following dispute resolution process: the parties will first make a good faith attempt to resolve the dispute through negotiations between a director, officer or other designated representative of each party with the authority to settle the dispute. If the dispute cannot be settled by such negotiations within fourteen (14) days from the date on which the allegedly aggrieved party notified the other party of the dispute, the allegedly aggrieved party shall submit the dispute for binding arbitration in Hartford County, Connecticut. Binding arbitration shall be administered in accordance with the mediation and arbitration rules of the American Arbitration Association (“AAA”). The parties shall both participate in the selection of the sole arbitrator; provided, however, that if the parties are unable to agree upon an arbitrator within fifteen (15) days after either party has notified the other of an unreconciled dispute then the arbitrator will be appointed by the AAA. Any award issued through the arbitration is enforceable in any court of competent jurisdiction. The prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled. Provided this Agreement has neither expired nor been terminated while a dispute is pending resolution, performance of this Agreement shall continue. No payment due or payable shall be withheld due to any pending dispute resolution except to the extent that such payment is the subject of such pending dispute. Any arbitration or trial by a judge of any claim will take place on an individual basis without resort to any form of class or representative action (“CLASS ACTION WAIVER”). Regardless of anything else in this Arbitration Provision, the validity and effect of the CLASS ACTION WAIVER may be determined only by a court and not by an arbitrator. Affiliate and TicketNetwork acknowledge that the CLASS ACTION WAIVER is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. If the CLASS ACTION WAIVER is limited, voided or found unenforceable, then the parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the CLASS ACTION WAIVER. AFFILIATE AND TICKETNETWORK ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED. Miscellaneous This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 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 TicketNetwork’s 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. TicketNetwork’s failure to enforce Affiliate’s 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. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect. The provisions of this Agreement which by their nature are intended to survive shall survive. Notices Affiliate may contact TicketNetwork with notices regarding account activity such as sales, order tracking and processing, and payments by sending an email to ticketnetworkaffiliates@ticketnetwork.com. All other notices required to be sent to TicketNetwork must be sent via Federal Express, signature required upon receipt, to: TicketNetwork, Inc. Attn: TicketNetwork.com Affiliate Program 75 Gerber Road East, Suite 100 South Windsor, CT 06074 With a mandatory copy to: legal@ticketnetwork.com which copy shall NOT of itself constitute notice. BY APPLYING FOR THE TICKETNETWORK PROGRAM AND CLICKING ON “I ACCEPT THESE TERMS AND WISH TO REGISTER” YOU REPRESENT THAT YOU HAVE THE RIGHT AND/OR AUTHORITY TO ENTER INTO THIS AGREEMENT AND ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.