Goldstar (USA)

GOLDSTAR AFFILIATE LICENSING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into by and between Goldstar Events Inc., a California Corporation (the “Company”), and  you (the “Affiliate,” and collectively the “Parties”).

WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1.    Enrollment in the Affiliate Program.  Affiliate must submit an Affiliate Program application from our website. Affiliate must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask Affiliate’s true identity or contact information. After Company reviews your application, Company will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. Company may accept or reject your application at Company’s sole discretion for any reason.

2.      Promotional Materials.   Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”).  Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.  Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.

3.    Use of Promotional Materials.  The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:

a.    Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.

b.    Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.

c.        The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.

d.    Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company.  If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.

e.    Affiliate may not include Promotional Materials in any paid advertising on third party sites including paid search on Google or Bing, or specific references to Company’s venue supplier’s inventory. Such terms would include, but not be limited to: event titles, venue names, sports teams, athletes, performers or production companies.

f.    Affiliate may not use the Promotional Materials to advertise on sites such as Craigslist, eBay, or similar on-line marketplaces.

g.    Affiliate may not use the Promotional Materials to advertise on secondary ticket-selling aggregators such as StubHub, RazorGator and TicketsNow.

4.    License.  Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials on the Affiliate website as specified under the terms and conditions of this Agreement.  The term of the License shall expire upon the expiration or termination of this Agreement.

5.    Intellectual Property.  Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials.  Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

6.    Relationship of Parties.  This Agreement shall not be construed to create any employment relationship, agency relationship, or Affiliateship between Company and Affiliate.  Affiliate shall provide services for Company as an independent contractor.  Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.

7.    Commissions.

a.    In exchange for Partner’s display of the Promotional Materials, and for Partner’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Partner a commission (the “Commission”) consisting of a revenue share equal to 50% (fifty percent) of the Goldstar Service Fees in a ticket purchase order net of agency fees, chargebacks and refunds on such purchases.

b.    Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate.  Affiliate shall be given reasonable access to these records upon request.  Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

c.    Company shall pay all Commissions accrued and payable to Affiliate monthly, provided that Affiliate’s account is currently greater than $100. Accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until $100 is reached. Company reserves the right to charge back to Affiliate’s account any previously paid Bona Fide Member Sign-Ups that are later determined to have not met the requirements to be a Bona Fide Member Sign-Up.

e.    In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach or if Company determines that Affiliate has not generated Bona Fide Member Sign-Ups, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

8.      Affiliate’s Representations and Warranties.  Each party represents and warrants the following:

a.    It has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

b.    Its website does not contain any materials that are:
        i.    Hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); 
        ii.    Graphically violent; or
        iii.    Solicitous of any unlawful behavior

c.    It has obtained any necessary clearances, licenses, or other permission for any intellectual property used on its website.  Nothing on its website infringes upon the intellectual property rights of any person or entity.  No person or entity has brought or threatened an action claiming such infringement, nor does such party have any reason to believe that any person or entity will bring or threaten such a claim in the future.

d.    Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

e.    Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

f.    It will not publish or otherwise distribute any advertising materials for its website that reference the other party hereto or such party’s website unless such party gives prior written consent to the distribution of such materials.  Neither party will use the other party’s name (or any name that is confusingly similar to the other party’s name) for any purpose on its website, in its promotional materials, or in any other context except as specified in this Agreement.   Neither party will register any domain name that incorporates the other party’s name or that is confusingly similar to the other party’s name.

g.    It will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing the other party or the other party’s website.

h.    It agrees to refrain from taking actions or making statements, written or oral, that might disparage or defame the goodwill or reputation of the other party and/or its directors, officers, executives and employees, agents or business Affiliates.  Affiliate further agrees that it will not publish any editorial which disparages the pricing policies of Company’s ticket vendors.

9.    Indemnification.  Each party shall indemnify the other party and hold harmless such other party from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of such party’s warranties set forth in Section 7 above.   Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising solely out of the use or misuse by Affiliate of the Promotional Materials.

10.     Confidentiality.  Any information that either party is exposed to by virtue of its relationship with the other party under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Information.”  The receiving party may not disclose any Confidential Information to any person or entity, except where compelled by law, unless such receiving party obtains prior written consent for such disclosure from the disclosing party.

11.      Term.

a.    This Agreement shall take effect upon acceptance of Affiliate’s application, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

b.    Either Party shall have the right to terminate this Agreement at any time and for any cause.  The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.  Notwithstanding the foregoing, Company shall have the right to immediately terminate this Agreement upon written notice to Affiliate in the event of Affiliate’s breach of Section 2 hereof or if Company determines that Member Sign-Ups generated by Affiliate are not Bona Fide Member Sign-Ups, which termination shall be effective upon receipt of such notice by Affiliate.

12.      Taxes.  Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement.  Company shall not withhold any taxes from the Commissions paid to Affiliate. 

13.     Limitation of Liability.  Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

14.    Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California without regard to conflicts of law principles.

15.    Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

16.    Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

17.    Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

    If to Company:    Richard Webster, P.O. Box 277, Altadena, CA 91003-0277

    If to Affiliate:    Affiliate name and address listed in affiliate application, or most up-to-date address listed in affiliate admin. 

18.    Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

19.    Entire Agreement.   This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

20. By submitting an application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.