General Partner Agreement for Affiliate Marketing Program

Any individual or entity ("Affiliate Partner") engaging with Ticket Monster on an affiliate marketing basis accepts the following terms of the General Partner Agreement for Affiliate Marketing Program ("Agreement"). The terms of this Agreement may be superseded by any other agreement signed by Affiliate Partner and Ticket Monster

1) Definitions:

1. Data. "Data" means all information relating to ticket listings including, but not limited to, ticket identification, venue, event date, event time (whether or not the time is to be announced) quantity, section, row, seat (s) , notes, cost.
2. Exchange or Exchanges. "Exchange(s)" means a software solution which provides inventory listings of event tickets for the purpose of selling the inventory.
3. Customer or Customers. "Customer(s)" means a purchaser of the tickets available from Ticket Monster.
4. Monthly Net Sales. "Monthly Net Sales" means gross revenues including any and all fees, advances, royalties and other payments due Ticket Monster from sales made by Customers during a Session (as defined below).
5. Intellectual Property. "Intellectual Property" means: all patents, copyrights, trademarks, trade secrets and licenses; all concepts, techniques, know how, procedures, designs, methodologies, inventions, discoveries, marks and works of authorship, in each case, in all forms, formats, languages and versions; and all right, title and interest, including copyright, in and to any of the foregoing, in all countries and jurisdictions, under any and all applicable bodies of law (including, without limitation, under the laws of patent, copyright, trademark, trade secret and mask works), and all applications, registrations, renewals, extensions, restorations and resuscitations relating to any of the foregoing.

2) Duration and Termination. This Agreement will take effect upon Affiliate Partner engaging with Ticket Monster on an affiliate marketing basis and will remain in effect until it is terminated by either party with written notice.

3) Termination for Breach; Suspension Rights. Either party shall have the right to terminate this Agreement upon written notice to the other party if such other party is in material breach of its obligations in this Agreement and has not yet cured such breach within ten (10) days of receipt of such written notice thereof or immediately suspend performance if an alleged breach exposes the notifying party to liability to a third party.

4) White Label Product Implementation. Ticket Monster assumes all costs associated with the development and implementation of Affiliate Partner White Label products, including but not limited to, White Label Website.

1. White Label Website. Ticket Monster will build and maintain a "white label" website, branded in a manner deemed suitable by Affiliate Partner, which will serve as a unique Affiliate Partner branded ticket purchasing platform for Customers. Customers will be directed to the White Label Website through links on Affiliate Partner's website.
2. Engagements on Affiliate Partner White Label Products. Engagements on Affiliate Partner White Label products will be tracked and treated in the same manner as Affiliate Partner sourced engagements on the official Ticket Monster website.

5) Order Management. Ticket Monster will keep a record of all transactions through Affiliate Partner in a report that is available in real time and accessible to Affiliate Partner at all times. Ticket Monster will pay Affiliate Partner monthly according to the fee arrangement in this Agreement (such payment, the "Partnership Payout"). Once an end user accesses any website of Ticket Monster using a qualifying link pursuant to an Affiliate Partner engagement, a "Session" begins and continues until the earlier of (a) the time that such potential or actual Customer purchases tickets from Ticket Monster website or (b) the end user exits such Ticket Monster website without making a purchase.

6) Payment/Fees. The Partnership Payout is calculated based on the type of fee arrangement Ticket Monster establishes with Affiliate Partner. Typically, the Partnership Payout is structured as a revenue share, where the Affiliate Partner receives a percentage of gross sales originating from Customers originating from the Affiliate Partner.

7) Representations, Warranties and Covenants of Affiliate Partner. Affiliate Partner agrees as follows:

1. Affiliate Partner shall not publish any Content on Affiliate's Sites, or use any of its Sites in any way, that: (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any local, state or federal law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene or libelous; (iv) impersonates any person or entity. Affiliate Partner shall indemnify Ticket Monster against any liability arising out of the foregoing Content published on Affiliate's Site.
2. The specific Data shared regarding Ticket Monster ticket information shall be used solely for the purpose of this Agreement and shall not be shared with any other organizations or entity unless both parties agree in writing.
3. Affiliate Partner shall not directly or indirectly through a third party (a) make unauthorized modifications, reverse engineer, disassemble, decompile, attempt to derive source code of, or hack any Ticket Monster Intellectual Property, Data or technology; or (b) hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code any Ticket Monster servers, computer equipment, software or other technological resources.

8) Data Exchange Frequency. Ticket Monster shall electronically update and transfer ticket Data on a real-time basis.

9) Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Nothing contained in this Agreement is intended to or shall grant to either party the right to make commitments of any kind for or on behalf of the other party without the prior written consent of that other party.

10) Data Confidentiality and Dissemination. The terms of this Agreement, the Data and any non-public information and materials provided by either party in connection with the performance of this Agreement shall not be disclosed to third parties. The parties agree that they shall comply with all local, federal and state laws and regulations governing the confidentiality of information exchanged and the safeguarding of client and/or Customer information. The parties agree to adhere to the other party's data usage restrictions, privacy policies and other terms related to the use of such data, applicable laws, rules, regulations and published voluntary industry-standard guidelines. Neither party will, without the other party's prior written consent issue any press release or other public statement or disclosure relating to the relationship of the parties or this Agreement.

11) Mutual Indemnification. Both parties agree to indemnify, defend and forever hold each other (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 either party of this Agreement or of any representation, warranty, covenant or agreement contained herein or (2) any Content on the Site ("Content" includes but is not limited to domain name, marketing and advertising content, but excludes content provided by either party to be on the Site), which results in 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 either party, (i) shall promptly notify the other party of any matters in respect to which the indemnity may apply and of which either party has knowledge; (ii) gives either party the right to control the defense and all negotiations relative to the settlement of any such claim; and (iii) shall cooperate with each other, at defendant parties cost and expense in the defense or settlement thereof. Should either 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, defendant parties costs shall be borne by other party.

Limitation of Liability. ALL DATA IS PROVIDED TO AFFILIATE PARTNER ON AN "AS IS" BASIS ONLY. TICKET MONSTER DOES NOT MAKE, AND AFFILIATE PARTNER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES EXPRESS OR IMPLIED. THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TICKET MONSTER SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12) Force Majeure. If the performance of this Agreement, or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.

13) Modifications. This Agreement may be modified by Ticket Monster at any time with notice to Affiliate Partner. If any provision is found void or unenforceable, the remainder will remain valid and enforceable according to its terms.

14) Governing Laws. This Agreement and performance hereunder shall be governed by the laws of the State of Virginia without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Virginia to the rights and duties of the parties. Ticket Monster and Affiliate Partner hereby agree on behalf of themselves and any persons claiming by or through them that the sole location and venue for any litigation which may arise hereunder shall be an appropriate federal or state court located in Richmond, Virginia.

15) Arbitration. Any controversy or claim arising out of or relating to this contract, or any alleged breach thereof, shall be resolved through binding arbitration in the jurisdiction of Ticket Monster's headquarters, 7016 Atlantic Ave. Virginia Beach, VA 23451, and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection. Any award issued through arbitration is enforceable in any court of competent jurisdiction.