Last Updated: September 10, 2012
These Referral Program Terms (the "Program Terms") are a legally binding agreement made by and between Ticketleap, Inc., a Delaware corporation, with a principal place of business at 2401 Walnut Street, Suite 602, Philadelphia, PA 19103 ("Company," "Ticketleap," "We," "Us," or "Our"), and you, a person, organization or other entity (an "EVA," or "You" or "Your"). Ticketleap is in the business of providing reservations, tickets, memberships, certificates, admissions, and/or confirmations that allow the ticket holder or purchaser attendance at, access to, or participation in, events, venues and other activities (each, an "Event"). Subject to the terms and conditions of the Program Terms, Ticketleap operates an referral program (the "Program") whereby Event organizers may earn revenue share payments ("Referral Fees") based on ticketing fees collected by Ticketleap from traffic they refer to a designated area of Our website at www.ticketleap.com (the "Site") via links We provide.
The Program and these Program Terms are subject to the Ticketleap Ticketing Services Agreement (the "Services Agreement") and Ticketleap's Terms of Service ("TOS"), as they may be amended from time to time and posted on the Site, and each of which is hereby incorporated by reference.
BY ACCESSING, USING OR DISTRIBUTING OUR REFERRAL LINKS, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THE PROGRAM TERMS, THE SERVICES AGREEMENT AND THE TOS, AND EXPRESSLY AGREE TO, AND CONSENT TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND THEREIN. THE PROGRAM TERMS SHALL HAVE THE SAME LEGAL EFFECT AND FORCE AS A WRITTEN AND SIGNED DOCUMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THE PROGRAM TERMS, THE SERVICES AGREEMENT AND THE TOS, YOU MAY NOT PARTICIPATE IN OUR REFERRAL PROGRAM, WE WILL PROMPTLY CANCEL ANY TRANSACTIONS AND PAYMENT OF REFERRAL FEES AND YOU WILL BE UNABLE TO ACCESS THE PROGRAM AREA OF THE SITE AND THE SERVICES THAT IT OFFERS. WE RESERVE THE RIGHT TO DECLINE YOUR REQUEST TO BECOME A TICKETLEAP REFERRAL FOR ANY REASON AND WITHOUT NOTICE.
Program Eligibility. To be eligible to participate in the Program, You must be a Ticketleap account holder who is not in breach of any of the terms and conditions in the Program Terms, the Services Agreement or the TOS, and Your website, blog, Twitter post, social networking page or account or other Internet property from which You refer users to the Site (the "Referral Property") must not contain, promote or link to any Prohibited Materials (as defined below). If We determine in Our sole discretion that You are not eligible or have ceased to be eligible for the Program (such as if We believe that You have breached any of the terms in the above-referenced agreements), We may immediately terminate Your participation in the Program with or without prior notice, and You will forfeit all Referral Fees earned by You. We may also terminate Your participation in the Program at any time for any other reason by sending You an e-mail at any e-mail address currently associated with Your account.
Program Links. Provided that you are eligible for the Program, you may access and copy referral links ("Links"). You may only place a Link on an Referral Property that is eligible for the Program and complies with the Program Terms, and You may use only the Links We provide You to refer Internet users to Our Site. You may NOT provide the Links to sub-referrals, sub-publishers or similar third parties or authorize such third parties to use or distribute the Links. You may not alter or modify the Links, or interfere or tamper with the Links or our tracking or reporting systems in any way. You also may not, under any circumstances, redirect or point the Links to any location other than the designated area for the Program on Our Site, intercept or interfere with Internet users attempting to access Our Site from the Links, or engage in any form of surveillance or surreptitious tracking of (or collection of non-aggregated information from) users attempting to access Our Site from the Links. All data collected by either party as a result of users accessing the Links, together with all information relating to the results or performance of the Program, shall be owned exclusively by Ticketleap and constitute Our confidential and proprietary information, which may not be used or disclosed by You except as necessary to participate in the Program. If Ticketleap notifies You that replacement or substitute Links are available or provides You with replacement or substitute Links, You must immediately stop all further use and distribution of the superseded Links and (if so directed by Ticketleap) take such Links down from Your Referral Property.
Changes in the Program. Ticketleap reserves the right to change, modify or terminate the Program and/or the Program at any time in its sole discretion. When we modify the Program Terms, we will revise the "Last Updated" date at the top of the Program Terms and post the modified Program Terms on the Site. If there are material changes to the Program Terms, We will usually notify You by prominently posting a notice of such changes on the Program area of Our Site, or by sending you an e-mail at any address currently associated with Your account. Notwithstanding the foregoing, Your continued participation in the Program and use or distribution of Links following any such change will constitute Your consent to the modified Program Terms. Accordingly, we encourage You to review the Program Terms periodically whenever You visit the Site in order to familiarize Yourself with the most recent version.
Payment of Referral Fees. Provided that You have not breached the Program Terms, the Services Agreement or the TOS, Referral Fees will be paid within fifteen (15) days after the beginning of each month if the amount due and unpaid to You is ten dollars ($10.00) or more, through the end of the previous month. Any unpaid balances will be added to any balances due in subsequent months. We will pay You Referral Fees equal to fifteen percent (15%) of Ticketleap's base per-ticket ticketing fees (i.e., without including taxes, payment card processing charges or any similar charges) actually collected by Ticketleap during the previous month from Internet users who purchase tickets through Our Site as a direct and immediate result of being referred from a Link on Your Referral Property. Ticketleap reserves the right to determine what, if any, amounts are properly due to You in connection with the Program in Our sole discretion. Ticketleap makes no representations or warranties concerning the performance of the Program or the amount of Referral Fees that will be earned by You.
No Agency. Your participation in the Program does not render You an agent (or an employee, partner, joint venturer, or franchisee) of Ticketleap, and any such purported relationship is hereby disclaimed. You are not authorized to make any representation or warranty, or incur any obligation, on behalf of Ticketleap. Specifically, and without limiting any of the foregoing, when using and distributing the Links, You may not make any statement, representation or warranty inconsistent with this paragraph or inconsistent with the Program Terms, the Services Agreement, the TOS or any other Ticketleap policy. You also may not make any statement, representation or warranty concerning Ticketleap or Our Site or products or services that extends beyond those in the Program Terms, the Services Agreement, the TOS or Our policies. Furthermore, You may NOT use or distribute any advertising or promotional material or any other content that purports to describe the terms or features of Ticketleap's products or services (including fees, refund policies and/or other terms) unless such content has been provided by Ticketleap (in which case You must use it in the exact form provided, without any modification) or unless it has been previously approved by Ticketleap in writing (in which case You must use it in the exact form approved by Us, without any modification).
Invalid Transactions Not Eligible for Referral Fees. User transactions that result from (i) unapproved, superseded or out-of-date Links, (ii) Links that have been altered or tampered with, (iii) robotic or other non-human activity, (iv) user actions by You or Your employees or any other related persons (e.g., referring Yourself), (v) the provision or payment by You of any compensation or other incentive to users, (vi) other fraudulent or deceptive practices or methods that are likely or intended to distort the number or quality of user transactions on Our Site, or (vii) any other activities or any Referral Properties that violate the Program Terms, the Services Agreement or the TOS (collectively, "Invalid Transactions") are not eligible to earn Referral Fees. Invalid Transaction also include referrals of persons who have already been referred to Us through the Program and referrals of existing Ticketleap customers or clients. Any activities that result, or are likely to result, in Invalid Transactions are expressly prohibited. Ticketleap in its sole discretion may withhold payment of Referral Fees for any user transactions that may be Invalid Transactions, and We may set off against future Referral Fee payments amounts previously paid to You in connection with user transactions that Ticketleap has determined to be Invalid Transactions. Finally, We may in Our sole discretion group existing clients on an account basis, with multiple persons or organizations sharing a single Ticketleap account; in such a case, payment of Referral Fees will be made at the account holder level as determined solely by Us.
Definition of Prohibited Materials. As used in the Program Terms, "Prohibited Materials" means, as determined in Ticketleap's sole discretion, (i) pornography or sexually explicit content, (ii) materials that promote or glorify violence, firearms, or other weapons, (iii) materials communicating hate or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (iv) materials promoting illegal activities, (v) materials promoting gambling or sales or use of alcohol, tobacco, or firearms, (vi) profane or obscene language, (vii) materials that infringe or violate the rights of others (including copyright, trademark, trade secret, privacy and/or publicity rights), (viii) defamatory, libelous, obscene, offensive, indecent or harmful materials, (ix) materials that violate any applicable laws, regulations, regulatory or self-regulatory guidelines or mobile carrier policies relating to online advertising or promotions, including, without limitation, the CAN-SPAM Act of 2003 and its implementing and interpretive regulations and guidances (collectively, "CAN-SPAM") and laws, regulations, guidelines and mobile carrier policies relating to unfair or deceptive advertising practices or consumer fraud, spyware, adware or malware, online privacy and/or data security, or online sweepstakes and contests, or (x) materials targeted to, directed at or designed to appeal to individuals under thirteen (13) years of age.
Effects of Termination. Following any termination of Your participation in the Program (other than for reasons of Your ineligibility for the Program, suspected breach of the Program Terms, the Services Agreement or the TOS, or other fault by You), Ticketleap will pay You Referral Fees with respect to ticketing fees received by Ticketleap prior to the effective date and time of termination (but not after) from ticket purchase transactions that are not Invalid Transactions. Upon any termination of the Program or Your participation in the Program, You must immediately stop any further distribution or use of the Links, and (if Ticketleap so directs) You must immediately take down any Links then appearing on Your Referral Property. The indemnification, intellectual property ownership and any other provisions of the Program Terms that, by their nature, are intended to survive termination of Your participation in the Program, shall do so.
Intellectual Property Ownership. All trademarks, trade names, domain names, logos and any other content contained in Links are exclusively owned by Ticketleap (including all worldwide copyrights and trademark rights), and all goodwill arising from the use of the Links shall inure solely to Our benefit. We hereby grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to reproduce, use and distribute the Links for the sole purpose of referring users to the designated Program area on Our Site and solely in accordance with the Program Terms. No other rights to Ticketleap trademarks, trade names, domain names, logos or other content are granted under the Program Terms, and all such rights are hereby expressly reserved. Without limiting the foregoing, you may NOT bid on or use keywords, search terms or Google AdWords consisting of, or containing, "Ticketleap", "Ticketleap.com", any other Ticketleap trademarks or domain names, or any misspellings or confusingly similar variants thereof, whether in connection with the Program or otherwise.
FTC Compliance. The Federal Trade Commission (the "FTC") has issued regulatory guidelines governing endorsements and testimonials in blogs and other online communications. These guidelines require, among other things, Internet property owners and other persons engaging in online promotions to disclose their material connections to or affiliation with (and specifically including their receipt of compensation or other incentives from) providers of products or services they post about if the existence of such connections or affiliation is not likely to be clear to consumers or if consumers may be deceived or misled into believing that the posts reflect the unbiased opinions of the speaker. Without limiting Your other legal and regulatory compliance obligations in the Program Terms, You represent, warrant and covenant to Ticketleap that any blogs posts or other online communications that utilize the Links will not be misleading or deceptive, will contain clear and conspicuous disclosures complying with the above-referenced FTC guidelines where required by such guidelines (as well as any other disclosures that may be provided by Ticketleap), and will comply with Section V of the FTC Act and all other FTC regulations, rules and guidelines relating to online advertising, endorsements and/or testimonials.
E-Mailing Links. If you choose to e-mail Links, you may only send single e-mails to personal contacts you know well and who have previously indicated their willingness to receive such e-mails from you. You may NOT send unsolicited e-mails or mailings to lists. You also represent, warrant and covenant that You will comply fully with all requirements of CAN-SPAM, including, without limitation, prominently labeling Your e-mails as advertisements or solicitations, including an unsubscribe link for recipients to opt out of receiving further commercial e-mails from You, including a valid physical postal address for Your business, not using any false, misleading or deceptive "From" or "Subject" headers, honoring all opt-out requests you receive within ten (10) days, and not transferring the e-mail addresses of any recipients who have opted out to any third party except as necessary to comply with CAN-SPAM. You also agree to serve as a "designated sender" for purposes of CAN-SPAM and to take all measures necessary to ensure that you will be so treated under CAN-SPAM. Alternatively, if Ticketleap requests, You shall use any headers, disclosures, address information and/or unsubscribe links in Your e-mails as We may provide from time to time, as well as provide such information and assistance (e.g., list scrubbing) as Ticketleap may request to ensure Your and Our mutual compliance with CAN-SPAM.
Taxes. You are solely responsible for paying all taxes, duties and any other governmental charges that may be levied on or in connection with Referral Fees paid to you. Ticketleap has no obligation to withhold or pay any such taxes or other charges.
Indemnification. In addition to Your other indemnification obligations in the Services Agreement and the TOS, You agree to indemnify, hold harmless, and defend Us, Our shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys' fees, asserted by any person, arising out of or relating to Your participation in the Program, Your Referral Property or any actual or alleged breach by You of the Program Terms.
