SEATWAVE API - AFFILIATE AGREEMENT Seatwave is in the business of offering a marketplace for the sale of tickets online and through other digital mediums. Affiliate and Seatwave desire to connect their platforms so that Affiliate customers are able to access tickets offered by Seatwave using the API (as defined below) and Affiliate will receive a commission for each Qualifying Transaction (as set forth below). These agreement terms are between you ( You ) and Seatwave Limited ( Seatwave ) regarding Your participation in the of the Seatwave Affiliate Program and your use of any associated documentation, software code or other materials (collectively referred to in this agreement as the API ) in order to access the Seatwave data, websites, text, content, images, seat maps, event data or other information made available to you by Seatwave ( Seatwave Data ). BY INSTALLING, ACCESSING OR OTHERWISE USING THE API, YOU ACCEPT THE TERMS OF THIS LICENSE AGREEMENT AND CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING USE AND FOR INTERNET-BASED SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SEATWAVE DATA ORTHE APIS. This Application (the Application ), together with the Terms and Conditions, form the entire Agreement between Seatwave ( Seatwave ) and You pertaining to the subject matter hereof and shall constitute the entire Agreement between the parties, dated as of the date listed below (this Agreement ). Any capitalized terms used in the Application or in the Terms and Conditions shall have the same meaning regardless of whether defined in the Application or in the attached Terms and Conditions. In the event of any conflict between the provisions of this Application and the Terms and Conditions, the provisions set forth in the Terms and Conditions shall prevail. Together with the Application, this agreement contains the complete terms and conditions that apply to an individual s or entity s participation in the Seatwave Affiliate Program (the Program). As used in this Agreement, Seatwave Limited (the corporation holding the Seatwave trademark) will be referred to as we and the applicant or publisher will be referenced as you. Participation in the Affiliate Program 1) Term of the Agreement: The term of this Agreement will begin upon our acceptance of Your Affiliate Application and will end when terminated by either party pursuant to this Agreement. Either You or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. In addition, Seatwave reserves the right to cancel the Program at any time and for any reason, without prior notice. Upon the termination of this Agreement or the Program for any reason, You will immediately cease use of, and remove from your website, all links to Seatwave and all Seatwave trademarks, trade dress, logos, and all other materials provided by or on behalf of us to You in connection with the Program. You are eligible to earn commissions only on ticket transactions that occur during the term of this Agreement, and commissions 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.
2) Enrollment in the Program: Your participation in the Program may be rejected if we determine, in our sole discretion, that Your application is unsuitable for the Program. Unsuitable applications include, without limitation, 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, mobile application and website. Once you have been approved for the Program you will receive an API key, together with API documentation and integration instructions. 3) Order Tracking and Processing: We will track and process all transactions made by customers who are directed from your website. Reports will be available via your membership in one of our network affiliate programs. To enable accurate tracking, reporting, and commission accrual, You must ensure that integration is performed exactly as described in the API documentation. 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. 4) Qualifying Transactions: For a ticket transaction to qualify for a commission, the customer must do the following: create a Seatwave account and login via their Seatwave account credentials; purchase their tickets via the Seatwave website; accept delivery of the tickets at the shipping destination or ship the tickets in accordance with our policies; and remit full payment to us in the case of a purchase. Ticket transactions that are canceled, refunded or the subject of a credit card charge back will not qualify for commissions. We reserve the right to reject transactions that do not comply with these or other requirements that we periodically establish. 5) Commissions: You will earn commissions when a user performs a Qualifying Transaction. Commissions will be paid as a percentage (currently 35%) of the commissions collected by Seatwave from the buyer and the seller for such transaction minus Seatwave s direct selling costs (which include coupons/discounts, transaction/card fees, refunds/chargeback/payment service provider fees, royalty payments and customer care servicing costs). Seatwave will distribute payment for commissions in accordance with the terms of Your network affiliate program agreement. 6) Brand Integrity, Restricted Activities, and Use of the API: a. Brand Integrity: Seatwave s brand identity is extremely valuable and protected. You may not modify our logo or represent yourself as Seatwave in any way, such as by citing yourself as an "Official Site"in any marketing. You may not use our trademarks or terms confusingly similar to our trademarks, as URLs, PPC keyterms, trademarks and/or trade names. You also should not use any of the content or images shown on Seatwave.com, except for those contents that are expressly approved for use in this agreement. Please see the Restricted Activities Policy, as may be amended from time to time. b. Customer Contact. You shall not contact Seatwave customers directly and shall forward any customer contacts to Seatwave. c. API and Limits: While affiliates may use our API to allow users to search our event database on their own application, the final point-of-purchase must always occur on Seatwave. Seatwave reserves the right to limit the number of API calls made from an affiliate. d. Spyware: We will refuse all applications or signups from affiliates which we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, 2
determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions. e. Sanctions. If Seatwave determines, in its sole discretion, that you have failed to comply with any of the guidelines above, then Seatwave may (without limiting any other remedies available to it) pursue any or all of the following actions: Withhold, or cancel any and all compensation otherwise payable to You under this agreement; Remove You or suspend you from the Program immediately and/or permanently. Commissions will not be accrued during suspension. 7) Policies and Pricing: Customers who buy or sell tickets through this Program will be deemed to be customers of Seatwave. Accordingly, all Seatwave 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 and without notice. 8) Limited License: We grant you a nonexclusive, revocable right to use the Seatwave Data for which we grant express permission, solely for the purpose of identifying Your application as a Program participant and to assist in generating ticket transactions. You shall not use the Seatwave Data in connection with any activity that (a) disparages Seatwave or its products or services; (b) violates or infringes any intellectual property of Seatwave; or (c) violates any local, state, federal, country, or international regulation or law. You may not modify any of these graphic images or text in any way. We reserve all intellectual property rights of Seatwave, including text, graphic images or any other images, trade names, trademarks, and copyrights. You agree to follow our trademark guidelines and are aware that these may change. In the event of a change, You must make relevant changes to your application to conform to the changed guidelines within 20 days. We may revoke Your license at any time, with or without cause, by giving you written notice. Upon receiving a revocation notice from Seatwave, you have 10 days to cease all use of material licensed to You by Seatwave. Installation and Use of the API 9) Term of the API. Seatwave reserves the right to discontinue offering the Seatwave Data, APIs and Services or to modify the Seatwave Data, APIs or Services at any time in its sole discretion. If You are dissatisfied with any aspect of the Seatwave Data, APIs or Services at any time, Your sole and exclusive remedy is to cease using them. Notwithstanding anything contained in the license to the contrary, Seatwave may also, in its sole discretion, terminate or suspend access to the Seatwave Data, APIs and Services to You or any end user at any time. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this license and that Seatwave will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section will survive termination of this license or any discontinuation of the offering of the Seatwave Data, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events. 10) Installation and Use. Subject to Your compliance with this license, You may use the API and Seatwave Data solely for the purpose of directing traffic to the Seatwave Services and to assist in generating ticket transactions, (referred to as Authorized Applications ). You may not charge users of the Authorized Application any fee to access or use the Seatwave Services from within your Authorized Application. You may not rent, lease or lend any of Your rights in the Seatwave Data, API or access to the Services. 3
11) Web-Based Services. Seatwave provides web-based services with the API. It may change or cancel them at any time. You may not use this Seatwave Data, API or the Services in any way that could harm the Services or impair anyone else s use of it. You may not use the API or the Service to try to gain unauthorized access to any service, data, account or network by any means. 12) Scope of Licenses. The API and Seatwave Data is licensed, not sold. This license only gives You a worldwide, royalty-free, non-exclusive, non-transferable, revocable right to use the API and Seatwave Data. Seatwave reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the API only as expressly permitted in this license. In doing so, You must comply with any technical limitations in the API that only allow You to use it in certain ways. You may not: work around any technical limitations in the API; reverse engineer, decompile or disassemble the Seatwave Data or the API, except and only to the extent that applicable law expressly permits, despite this limitation; or publish the Seatwave Data or the API for others to copy. 13) Reservation of Rights. Except for the licenses expressly granted under this license, Seatwave and its suppliers retain all right, title and interest in and to the Seatwave Data, APIs, Services, and all intellectual property rights therein. You are not authorized to alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided under this license except as explicitly provided in this license or approved in advance in writing by Seatwave. Seatwave may, from time to time, prevent certain Seatwave Data from being available via the API. General 14) Responsibility for Your Application: You are solely responsible for the development, content, operation, and maintenance of your website. This responsibility includes: integration of the API and Seatwave Data maintaining current Seatwave creative elements in connection with such integration the technical operation of your application and all related equipment the accuracy and appropriateness of application content (including ticket-related information) the assurance that application 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 application content is neither libelous or otherwise illegal 15) Modification: We may modify any of the terms or conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our application and sending you an email to the email address you registered with us. 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 AND STOP USING THESEATWAVE 4
DATA, SERVICES AND APIS BEFORE THE CHANGES ARE IN FORCE. IF YOU DO NOT STOP USING THE SEATWAVE DATA, SERVICES OR APIS, THEN YOUR USE OF THE SEATWAVE DATA, SERVICES OR APIS WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 16) Relationship of Parties: 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 application or otherwise, that would reasonably contradict anything in this section. 17) Limitation of Liability: 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 any claim arising out of this Agreement and the Program will not exceed the total referral fees paid or payable to You under this Agreement during the six (6) months preceding such claim. We do not limit our liability at law for fraudulent misrepresentation or for death or personal injury caused by negligence or any other type of liability which cannot by law be excluded or limited. 18) Disclaimer of Warranty: The API and Seatwave Data is licensed as-is. You bear the risk of using it. Seatwave gives no express or implied warranties, guarantees or conditions with respect to the API, Seatwave Data, 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, we make no representation that the operation of our mobile application will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 19) Independent Investigation: 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 APPLICATIONS OR WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOU. 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. 20) Miscellaneous: This Agreement will be governed by the laws of England and Wales 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. We may assign this agreement at any time and without notice to our successor-in-interest following a merger, acquisition or similar corporate transaction. 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. 5
RESTRICTED ACTIVITIES POLICY Seatwave operates a restricted keyword policy on all of its brand names, logos, strap lines and trademarks across all search engines. You are not permitted to bid on any Seatwave trademark or any other terms associated with this Program including but not limited to: Seatwave, Seatwave.com, seat wave, Seatwave tickets, Seatwave UK, Seatwave.co.uk, your ticket to a good time and any misspellings. This also includes variations, misspellings, and brand and generic terms associated with the Seatwave brand. It is also prohibited to use the brand name, relate terms or misspellings of, in the ad text. The unauthorized use of Seatwave s URL across any PPC marketing is also prohibited. This includes but is not limited to: www.seatwave.com, www.seatwave.co.uk, www.seetwave.com and any variations or misspellings of the Seatwave brand. Direct PPC linking to Seatwave is prohibited without prior written consent from a Seatwave affiliate manager. Link Restrictions All links to Seatwave must be normal html links, not passing through any intermediary site nor using any form of redirect. Links must not be obfuscated, and should be plainly visible in the source code of the affiliate website. Links must not be embedded in a flash object, Javascript onclick, or any other technology that may interfere with referrer url tracking. Failure to adhere to these restrictions will result in your termination from the Program and all pending commissions canceled.