This TicketLite Affiliate Program Agreement (“Agreement”) is between TicketLite.com LLC “TicketLite,” “we” or “our” and you as the applicant. The applicant will be referenced as “Affiliate,” “you,” or “your.” The term “site” applies to a website. This Agreement contains the terms and conditions that apply to your participation in the TicketLite Affiliate Program (the “Program”). These terms are subject to change.
Enrollment in the Program
To begin the enrollment process, you must submit a completed Affiliate Application with up-to-date and accurate contact information. TicketLite will evaluate Affiliate’s application and will notify Affiliate of TicketLite’s approval or rejection. Affiliate’s application may be rejected if TicketLite determines that Affiliate’s site is unsuitable for the Program. Unsuitable sites 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 Affiliate agrees to provide TicketLite with additional and updated information including but not limited to: contact information, information about a change in Affiliate site ownership, or a change in URL address. Affiliate agrees to continue to provide TicketLite with updated information.
For a ticket sale to qualify for a commission, the customer must follow a link (in the format available through the Third Party Affiliate Platform and specified by TicketLite) from Affiliate’s site to TicketLite’s site; purchase tickets from TicketLite’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.” TicketLite 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 TicketLite customers are subject to review and may not constitute a valid sale. Purchases of gift cards, or their equivalent, do not qualify as a valid sale. TicketLite reserves the right to reject any sale that does not comply with these or other requirements that TicketLite periodically establishes. 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
TicketLite prohibits 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 with any provider of spyware or parasitic software.
Affiliate may only publish official TicketLite discount codes provided by TicketLite for use by Affiliate on Affiliate’s site. Affiliate may not publish misleading or false information about TicketLite or TicketLite.com discount codes or other TicketLite site discount codes or promotional offers. 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 may not “mask” or “redirect” any domain name/URL to TicketLite.com, “frame” any portion of TicketLite.com on its own site, copy and insert any portion of the content located at TicketLite.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. You may not useTcketLite in your display name or as the display URL or in any of your ad copy.
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.
TicketLite grants Affiliate a, limited, nonexclusive, revocable right to use graphic images, text, technology and content TicketLite provides to Affiliate and other text, images, technology and content for which TicketLite grants express permission, solely for the purpose of identifying Affiliate site as a Program participant and to assist in generating ticket sales. Affiliate agrees to follow TicketLite’s trademark guidelines and is aware that these may change. You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.
Responsibility for Your Site
You are solely responsible for the development, content, operation, and maintenance of your site. This responsibility includes assuring:
- functionality of links to one of TicketLite'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.
Email Marketing Policy
To engage in email marketing as part of the Program Affiliate must obtain prior approval from TicketLite .If TicketLite 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
You must comply with TicketLite’s paid Search Engine Marketing policy (“SEM” or Pay Per Click “PPC”), here is our policy:
Affiliates are not allowed to purchase, use, or bid for placement on the keyword Ticketlite or any misspellings or variations of Ticketliteabove or use TicketLite in combination with any of the following words or phrases: coupon, discount, coupon code, discount code, code, promotion, promo, promo code, or save with any search engine.
Violations and Penalties
Violations of this Agreement will lead to penalties including but not limited: suspension from the Program; termination from the Program; reversal of payments to Affiliate; and public notification of Affiliate's suspected violation. Reversals of an accepted sale may occur if Affiliate has violated this Agreement at the time of the sale and may take place during the pay period in which the commission is posted or at a later date if the violation be found after a commission has been posted.
Affiliate agrees to indemnify, defend and forever hold TicketLite 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 TicketLite shall only be affected to the extent TicketLite’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.
You agree not to disclose TicketLite’s confidential information without our prior written permission. "TicketLite’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 TicketLite 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 TicketLite that is designated confidential or would normally be considered confidential under the circumstances in which it is provided. TicketLite 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.
TICKETLITE 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, TICKETLITE MAKES NO REPRESENTATION THAT THE OPERATION OF TICKETLITE.COM WILL BE UNINTERRUPTED OR ERROR-FREE, AND TICKETLITE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
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 binding arbitration which 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.
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 TicketLite 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 TICKETLITE ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED.
Limitation of Liability
TICKETLITE 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. TICKETLITE’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.
Affiliate and TicketLite are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between Affiliate and TicketLite. 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 state of Connecticut, without reference to rules governing choice of laws. You may not assign 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.
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