Welcome to Ticketmaster's Affiliate Scheme. The terms and conditions below (the "Agreement") apply to an individual's or entity's participation in Ticketmaster's Online Affiliate Scheme (the "Scheme"). By submitting an online registration form to Ticketmaster, and thereby requesting approval to link your website to Ticketmaster, you agree to be bound by these terms and conditions in their entirety.
In this Agreement, the following words and expressions shall have the following meanings:
1) Accepting you as an Online Affiliate
To be accepted as an Online Affiliate of the Ticketmaster Site you must first submit an online registration form in full via the Ticketmaster Site. Once your application has been evaluated we will notify you of your acceptance or rejection via the e-mail address you supply to us. Once we have accepted your application you will be bound by the terms and conditions of this Agreement. We reserve the right to reject your application, in our sole discretion, if we consider your website to be unsuitable for the Scheme. Without limitation, we may reject your application if your website contains sexually explicit or violent material; appears to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; encourages or promotes illegal activities or if any part of your website breaches Intellectual Property rights of Ticketmaster or a third party.
We reserve the right to reject your application without providing you with a reason and to terminate this Agreement immediately, at any point after acceptance, if we subsequently determine Your Site to be unsuitable for the Scheme.
Upon acceptance into Ticketmaster's Online Affiliate Scheme we will send you a page of graphics and uniquely tagged URLs to enable you to create links from Your Site to the Ticketmaster Site. We will make available to you a small graphic image that identifies Your Site as an Online Affiliate. You must display this logo or the phrase "In association with Ticketmaster" on each page that a link is displayed. We may modify the graphic image from time to time. In addition, we encourage (but do not require) you to include a link on this graphic to the Ticketmaster homepage at http://www.Ticketmaster.co.uk.
We grant you a revocable, personal, non-exclusive, worldwide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from Your Site to the Ticketmaster Site, to establish and maintain Standard Links and Search Box Links (together the "Links") as set forth below:
Search Box Link: You may provide a Ticketmaster search box that will permit site visitors to navigate directly to a page on the Ticketmaster Site that contains the results of their search queries. We will provide you with technical specifications describing how to include a Ticketmaster search box on your site.
General Link to Ticketmaster Site Homepage: You may provide a general link on your site to our homepage http://www.ticketmaster.co.uk. We will provide you with guidelines and graphical artwork to use in linking to the Ticketmaster Site homepage.
Except for the licence granted under this Clause 2 and Clause 8, you do not acquire any rights under this Agreement in any Intellectual Property, including, without limitation, any intellectual property with respect to the link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Ticketmaster.co.uk domain name. You may not modify any of the Intellectual Property that we provide you with in any way, including without limitation the size, colour or format of our logos or graphics.
3) Ticket Orders
We will be responsible for the processing and fulfilment of all ticket orders placed by customers who follow the Links from Your Site to the Ticketmaster Site. We reserve the right to reject orders that do not comply with any requirements that we or our ticketing clients periodically may establish. All sales made by customers who purchase tickets using Links from Your Site to the Ticketmaster site will be tracked by us and we will send you reports summarising this sales activity as described in Clause 5 and which may be varied from time to time in our sole discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Links between Your Site and the Ticketmaster Site are properly formatted. We will not be liable for paying Affiliate Fees on ticket purchases that are not correctly tracked and reported because the Links between Your Site and the Ticketmaster Site are not properly formatted.
4) Affiliate Fees
You will earn an Affiliate Fee of 25p (net of tax) for each ticket sold to a customer who links from Your Site to the Ticketmaster Site directly prior to placing their order ("Affiliate Fee"). In the event that a ticket order made by a customer via a Link is subsequently cancelled for whatever reason, you shall not be entitled to an Affiliate Fee.
For a ticket sale to generate an Affiliate Fee, the customer must follow a Link (in the format specified by us) from Your Site to the Ticketmaster Site; purchase a ticket on the Ticketmaster Site using our real time booking service and remit full payment to Ticketmaster. We will not, however, pay Affiliate Fees on any tickets that are purchased by that customer if they enter the Ticketmaster Site directly during a browser session in which they have not first Linked to the Ticketmaster Site from Your site, even if the customer previously followed a Link from Your Site to the Ticketmaster Site during a previous browser session. Further, we will not pay Affiliate Fees on any tickets purchased from any site operated by us other than the Ticketmaster Site. You will not be eligible for Affiliate Fees on customer orders for any products or services purchased other than tickets. Tickets which are booked by a customer via a Link and which are then subsequently cancelled by the customer or us will not accrue an Affiliate Fee.
We will pay you Affiliate Fees on a quarterly basis in arrears. Ticketmaster's accounting week runs from Sunday to Saturday. In the event that a week straddles two calendar months, the month to which that week belongs will be determined by the month in which the Saturday of that week falls. For example, if a week begins on Sunday 27th October and ends on Saturday 2nd November, the week will belong to November as the Saturday of that week falls within November. The first quarter shall include sales from January through to the end of March; the second quarter shall include sales from April through to the end of June; the third quarter shall include sales from July through to the end of September; and, the final quarter shall include sales from October through to the end of December (taking into account the manner in which Ticketmaster defines each month, as described above). Approximately 30 days following the end of each quarter, we will send you payment for the Affiliate Fees earned during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any quarter are less than £25.00, we will hold those fees until the next quarterly payment where the total amount due is at least £25.00 or (if earlier) until this Agreement is terminated. If a ticket that generated an Affiliate Fee is subsequently cancelled, we reserve the right to deduct the Affiliate Fee already paid from your next quarterly payment or if there is no subsequent payment, we will send you an invoice for the fee. We reserve the right to withhold an Affiliate Fee relating to any ticket sale if, in our reasonable opinion, there exists the likelihood of a credit or debit card issuer subsequently requesting money to be charged back to the credit or debit card ("Chargebacks") or refunds.
You authorise Ticketmaster to self-bill for all the above Affiliate Fees under your VAT number until revoked and acknowledged in writing.
If you inform us that you are VAT exempt you warrant that you are neither registered nor are you liable to be registered in respect of VAT and you indemnify Ticketmaster against any Losses arising from any breach of this warranty.
In the event that you later become liable to be registered in respect of VAT you shall inform Ticketmaster immediately and supply Ticketmaster with your VAT number.
Every quarter (as defined in Clause 4) we will provide a report detailing the total tickets sold for events that occurred during that quarter, the total Affiliate Fees earned and a ticket sales/event breakdown. The report will not include traffic information e.g. page impressions or click throughs.
6) Nature and Purpose of Scheme
The Scheme is intended solely for the purpose of enabling users of Your Site to gain quick access to the Ticketmaster Site. You or any of your employees, agents, independent contractors or representatives shall not be entitled to buy tickets to resell. You agree not to engage in, participate in, or assist the practice known as touting or brokering of tickets.
You may not purchase tickets through the Scheme for your own commercial use including without limitation for use in competitions or promotions. In addition to any other rights we may have, such purchases may result (at our sole discretion) in the termination of this Agreement.
You may not directly or indirectly induce any person or entity into using the Links from Your Site to the Ticketmaster Site by offering consideration or incentive. Without limitation to any other rights we may seek to enforce, we reserve the right to terminate this Agreement immediately if we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive.
7) Customer Terms and Conditions and Ticket Pricing
Customers who buy tickets through this Scheme will be customers of Ticketmaster. Accordingly, all Ticketmaster rules, policies, sales terms and conditions concerning bookings, customer service, ticket sales and use of the Ticketmaster Site will apply to those customers. Such rules and terms and conditions may be changed at any time. Ticketmaster will determine the prices to be charged for tickets sold under this Scheme in accordance with its own terms and conditions and its agreements with its ticketing clients. Ticket prices and availability may vary from time to time. Because price changes may affect tickets that you already have listed on Your Site, you must not include price information in your ticket descriptions. Ticketmaster will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular ticket. Similarly all personal details of customers (as defined in the Data Protection Act 1998) shall, as between you and Ticketmaster, be owned exclusively by Ticketmaster and you shall not be entitled to exploit the personal data in any way.
8) Limited Licence
We shall retain all right, title and interest in all Intellectual Property provided to you under this Agreement subject to a limited non-exclusive, non-transferable licence necessary to perform this Agreement. We grant you a royalty-free, non-exclusive, non-transferable licence, during the term of this Agreement, to include the Intellectual Property that we provide to you under Clause 2 solely in connection with the Scheme.
You shall use the Intellectual Property only as provided, and shall not alter the marks in any way, nor shall you act or permit action in any way that would impair our rights in our Intellectual Property. You acknowledge that your use of our Intellectual Property shall not create any right, title or interest in or to such Intellectual Property. We shall have the right to monitor the quality of your use of our Intellectual Property. You may not alter or remove any proprietary notices from our Intellectual Property. Any goodwill accruing from the use of such Intellectual property shall inure to us.
We may revoke your licence at any time by giving you written notice.
9) Your Site
You will be solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. For example, you will be solely responsible for: the technical operation of Your Site and all related equipment; creating and posting ticket descriptions on Your Site and linking those descriptions to the Ticketmaster Site using the Links and the Link formats provided by us; the accuracy and appropriateness of materials posted on Your Site (including, among other things, all ticket-related materials) ensuring that materials posted on Your Site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); ensuring that materials posted on your site are not defamatory or illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of Your Site.
10) Term of the Agreement
The term of this Agreement will begin upon our acceptance of your online 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. Should we want to terminate this Agreement we will send you an e-mail to the e-mail address you provide to us and a letter confirmation to the postal address you provide to us. You must immediately inform us in writing at the address below if your address changes. In the event that you wish to terminate this Agreement, you can do so by sending an e-mail to email@example.com and a confirmation letter to Online Affiliate Scheme, Marketing Department, Ticketmaster UK Limited, 48 Leicester Square, London WC2H 7LD. Termination of this Agreement is without prejudice to either party's rights and remedies accruing up to the time of termination.
You are only eligible to earn Affiliate Fees on sales of tickets occurring during the term and Affiliate Fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our Intellectual Property or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.
11) Amendment of this Agreement
We may amend any of the terms and conditions contained in this Agreement, at any time and at our sole discretion. In the event that these terms and conditions are amended we will send you an e-mail with the amended terms and conditions and confirming when they will take effect. We will also post the amended terms and conditions on the Ticketmaster Site. Amendments may include, for example, changes in the scope of available Affiliate Fees, Affiliate Fee schedules, payment procedures and Scheme rules. If any amendment is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Scheme following our posting of a change notice or new agreement on the Ticketmaster Site will constitute binding acceptance of the change.
12) Limitation of Liability
Neither we nor any of our Associate Companies will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement, even if we or any of our Associate Companies have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our and our Associate Companies' collective aggregate liability arising with respect to this Agreement and the Scheme will not exceed the total Affiliate Fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred.
To the fullest extent permitted by law, neither we nor any of our Associate Companies makes any express or implied warranties or representations with respect to the Scheme or any tickets sold through the Scheme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we nor any of our Associate Companies makes any representation that the operation of the Ticketmaster Site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.
You warrant and represent to us that:
- you have the right and authority to enter into this Agreement and you have all necessary rights to perform your obligations under this Agreement;
- entry into this Agreement does not breach any other agreement to which you are party; and
- that there is nothing of a libellous or defamatory nature on Your Site and there is nothing on Your Site which is likely to bring the Ticketmaster Site into disrepute
Each party is an independent contractor and not an agent or partner of, or joint-venturer with, the other party for any purpose. Neither party by virtue of the Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
You may not make any press release with respect to this Agreement or your participation in the Scheme.
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.
If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, in such jurisdiction, this Agreement shall be construed as if such unenforceable provision had never been contained herein and the remainder of this Agreement shall remain in full force and effect.
You may not assign this Agreement without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns.
This Agreement does not create any right under the Contracts (Rights of Third Parties) Act 1999 that is enforceable by any person who is not a party to it.
The terms specified in this Agreement are governed by the laws of England and Wales and the parties submit themselves to the exclusive jurisdiction of the English courts.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we or any of Associate Companies may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with Your Site. You have independently evaluated the desirability of participating in the Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.