TicketWeb Standard Terms and Conditions. Last Updated on January 20, 2005

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1 TicketWeb Standard Terms and Conditions Last Updated on January 20, 2005 A. Definitions 1. Event(s): Any live or recorded entertainment feature, sporting event, cultural attraction or form of travel sponsored, promoted or hosted by User at the Venue for which attendance or passage is limited or restricted through the sale of Tickets. 2. Online Sale(s): Any sale conducted from a microprocessor-based device, including but not limited to computers, kiosks, ATMs, televisions, HTTP- or SAP-based telephone devices, dumb terminals, personal digital assistants, analog or digital cellular phones, across a public or private data network, without the intervention of a human sales agent. 3. TicketWeb System: All TicketWeb proprietary technology, including but not limited to software, and all TicketWeb operated or contracted services that have or will be established by TicketWeb for the purpose of selling, delivering, printing, or otherwise making Tickets available for sale. The TicketWeb System includes, but is not limited to, the current customized, password-protected, world wide web application ("Application"), which can be accessed over the Internet by a user in order to perform operations related to Online Sales, call center sales, as well as any future modifications to the Application and any additions to the Application, such as other technologies developed or owned by TicketWeb in the future relating to ticketing. 4. Buyer: A consumer who purchases Tickets for an Event listed in the TicketWeb System. 5. Service Fees: Any amount charged to a Buyer in excess of the advertised face value of the Ticket for the convenience of purchasing Tickets through the TicketWeb System. Service Fees are comprised of the Basic Service Fee and the Human Assistance Service Fee. 6. Settlement: Payment by TicketWeb to User of amounts due to User under the terms of this Agreement. 7. Ticket: A printed, electronic or other type of evidence of the right to occupy space at or to enter or attend an Event even if not evidenced by any physical manifestation of such right, such as a smart card or electronic bar code. 8. Venue: The venue(s) described in Exhibit A to the Agreement as well as any other venue or location at which User promotes, schedules or presents an Event in respect of which User has authority to sell Tickets to the public. 9. Online Schedule: Database of Events maintained on the TicketWeb System. 10. Will-Call: Tickets to be picked up or rights of admission to be claimed at the Venue box office or point of entry that have been purchased by Buyer. B. TicketWeb and User Responsibilities Regarding Maintenance of Online Schedule 1. TicketWeb Responsibilities: TicketWeb shall provide User with documentation on the use of TicketWeb System and User shall have access to the TicketWeb System at no cost other than as listed herein, subject to the limitations stated herein. TicketWeb shall also: a. Build User's initial Event on the TicketWeb System together with User (e.g., step-by-step introduction to TicketWeb System with a client services representative via teleconference). b. Create all Venue seating-charts (for reserved seating Events). c. Create all price schedules to Events requiring a variety of price tiers within a single allotment of Tickets. d. Provide technical support for the use of the TicketWeb System on an as-needed basis and at the reasonable request of User. 2. User Responsibilities: User acknowledges that an important advantage of the TicketWeb System is its userfriendliness and self-service features and that User will take all reasonable efforts to become well versed in operating the TicketWeb System and become an "independent user" of the TicketWeb System. In connection therewith, User agrees to the following: a. User is responsible for its own Internet access. TicketWeb bears no responsibility for service interruptions or functionality impairment caused by corporate "firewalls, defects, or other problems or obstacles in a third party's software. 1

2 b. User shall be solely responsible for operating the TicketWeb software and for maintaining all aspects of its account, including but not limited to, maintaining its Online Schedule, building Events on the TicketWeb System, proofing any Events built by or any Online Schedule updating done by TicketWeb, amending Event builds, inputting Ticket prices, terminating sales for cancelled Events and retrieving Will-Call lists for all scheduled Events on sale through the TicketWeb System and listed on User's Online Schedule. User agrees to be solely responsible for any and all errors made with regard to inputting Event information and maintaining its own Online Schedule and account. c. User shall follow all on-screen guidelines and instructions relating to Event data entry. d. User shall retrieve all account information from its online account via the Internet and shall not telephone TicketWeb for accessible account information, unless extenuating circumstances exist (e.g., in the event of an ISP service interruption or outage). e. User agrees to terminate Online Sales for every Event sold through TicketWeb at least one (1) hour prior to the beginning of each performance or occurrence of an Event. f. When terminating sales, User agrees to use the TicketWeb System to print all Ticket orders and/or generate a final Will-Call manifest that may be used to identify Buyers who have purchased Tickets to be picked up at the Venue. g. User shall complete the Client Information sheet attached to this Agreement as Exhibit A and to provide updates of the information on Exhibit A to Ticketmaster if any of the information becomes out-of-date. 3. Control of Data in the TicketWeb System: Notwithstanding the self service features afforded to User, TicketWeb retains the right to control all content and listings of Events entered into the TicketWeb System. 4. TicketWeb Assistance in Maintenance of Online Schedule: In the event that User is unable to create or edit Event information for technical reasons, TicketWeb shall update User's Online Schedule at no additional cost provided that (i) TicketWeb must receive all such updated Event listing information for User's Events via or fax in a timely fashion, and (ii) User shall be solely responsible for alerting TicketWeb of any and all errors made to the Event information. To help ensure the accuracy of Event listings, TicketWeb will not update User's Online Schedule based on verbal requests. 5. Changes and Cancellations: User shall promptly notify TicketWeb via telephone, or fax, of any scheduling changes and/or cancellations for scheduled Events on sale through the TicketWeb System and listed in User's Online Schedule. User is solely responsible for terminating sales to its Events that have been cancelled via the TicketWeb System. 6. No Price Discrimination: User will not charge a higher face value than User charges for Tickets sold on the TicketWeb System than User charges for the same Event Tickets sold through any other purchase mode or location, including Tickets sold in accordance with Section II.B.3 of this Agreement. 7. Limited Use of Call Center: User agrees that TicketWeb's call center shall be advertised for the sole purpose of purchasing Tickets to User's Events and not for general information regarding User's Events. User shall in no way advertise TicketWeb or TicketWeb's telephone number(s) as a source of general Event information. C. Additional Fulfillment Services In addition to Will-Call, TicketWeb may, at its option, offer to deliver Tickets to Buyers via U.S. Mail or UPS (or similar carrier) or electronic means (e.g. ticketfast). TicketWeb s standard charges for these delivery options shall apply and will be billed to Buyer and TicketWeb will retain all such proceeds. D. Purchaser Data/Use of Opt-Outs Each of User and TicketWeb has rights in the personally identifiable information with respect to persons who actually purchased tickets to User s Events through TicketWeb ( Purchaser Data ), subject to the terms hereof. TicketWeb will solely retain rights in any other data that is collected by TicketWeb by any means regardless of whether such data is redundant of Purchaser Data. TicketWeb takes seriously its efforts to ensure the privacy rights of ticket purchasers. User therefore agrees to use the Purchaser Data only in compliance with all applicable laws and administrative rulings and in accordance with User s own posted privacy policies. TicketWeb also requires that User include in any communications that User may make based on the Purchaser Data a mechanism to provide the recipient with the right to opt-out from receiving further communications from User and that User honor such opt-out preferences. 2

3 E. Intellectual Property 1. TicketWeb System: TicketWeb owns all proprietary rights in and to the TicketWeb System, including patent, copyright, trade secret, trademark, and other proprietary rights, including but not limited to the ticketing software, and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, whether made by TicketWeb or any other party (collectively, "TicketWeb's Proprietary Rights"). User agrees that it will not take, or permit any other person or entity to take, any action that would jeopardize or otherwise be contrary to TicketWeb's Proprietary Rights, including but not limited to disassembling, cloning, decompiling, altering or reverse engineering. 2. Brands: Except as otherwise provided, each Party owns all proprietary rights, including without limitation trademark rights, in their respective brands. Each Party agrees that, except as otherwise expressly permitted in this Agreement, it will not to take any action that would infringe, dilute or conflict with the other Party's ownership rights in its brands. Each Party grants the other Party the non-exclusive right to use the other's logos, trademarks and other branding for the purposes of promoting the services enumerated in this Agreement. F. Refunds 1. Cancelled Events; Refunds: In the event that any Event for which TicketWeb sold Tickets is cancelled, postponed, or modified (e.g., substitute acts) for any reason (each, a Cancelled Event ), the Account Balance shall be held and made available for distribution by TicketWeb to Ticket purchasers entitled to refunds for Tickets for Cancelled Events purchased from TicketWeb. For purposes of this Agreement, the term Account Balance shall mean the amount of funds held at any time by TicketWeb on account of Ticket sales for all Events, less the amount of Ticket sales proceeds which TicketWeb is entitled to retain hereunder. User authorizes TicketWeb to refund the Ticket price at the original point of purchase. It is agreed and understood that TicketWeb is the Ticket selling agent of User and therefore TicketWeb s agreement to make any refunds as the agent of User is subject and limited to TicketWeb holding or receiving from User the full amount of funds necessary to make refunds to all Ticket purchasers properly entitled to a refund. 2. Chargebacks: User shall be responsible for any Chargebacks TicketWeb receives from its merchant bank in connection with the Events. TicketWeb reserves the right to deduct Chargebacks from Settlements or to charge the Chargebacks to the credit card listed on Exhibit A the amount of such chargebacks for up to eighteen (18) months after the occurrence of an Event. For purposes of this Agreement, Chargebacks shall mean the amounts that the merchant bank is charged back by a cardholder or a card issuer under the card organization s rules (e.g. cardholder dispute, fraud, declined transaction, returned Tickets for Cancelled Events, etc.). 3. Insolvency; Deficiency Amounts; Security for Repayment: User shall provide immediate written notice to TicketWeb in the event it files any voluntary or involuntary petition under the bankruptcy or insolvency laws or upon any appointment of a receiver for all or any portion of User s business or the assignment of all or substantially all of the assets of User for the benefit of creditors (each, a Material Financial Event ). The Parties agree that this Agreement constitutes a financial accommodation by TicketWeb to User as such term is utilized in 11 U.S.C If at any time, the Account Balance is not sufficient to pay for anticipated refunds or Chargebacks, User shall deliver the amount of such deficiency ( Deficiency Amount ) to TicketWeb no later than twenty-four (24) hours after notice by TicketWeb to User. TicketWeb shall have the right to setoff any Deficiency Amount against any amounts held by TicketWeb on behalf of User. 4. Buyer Complaints: In the event TicketWeb receives complaints about an Event from a Buyer and the Event does not constitute a Cancelled Event, TicketWeb shall notify User and shall be authorized to retain the Settlement for such Event until the complaints are resolved. If User instructs TicketWeb not to make any refunds, then TicketWeb may refer such complaints to User. 5. Other: User may authorize TicketWeb to grant refunds for any other reason, at User's own discretion, and in such event TicketWeb may deduct the amounts of such refunds from the Settlements. If Settlements are insufficient, User shall provide TicketWeb sufficient funds to make refunds. 6. Refund Fee: User agrees that TicketWeb will be entitled to retain the charges paid by User and Service Fees assessable with respect to the initial sale of refunded Tickets. G. Settlement 1. TicketWeb shall collect all proceeds from Ticket sales, deposit them in an account maintained by TicketWeb and remit the portion of such proceeds due to User less the amounts to which TicketWeb is entitled pursuant to this Agreement. 3

4 2. Payment shall be made by check payable only to User's name as set forth in this Agreement. Payment shall be sent via US Mail every Thursday, for all Events occurring on or before the Monday during that same week. 3. A printed statement summarizing all account activity during the Settlement period shall accompany each payment. No statement or payment shall be issued if Events did not occur during Settlement period. 4. It is agreed and understood that TicketWeb shall not be liable to User for the printing and sale of counterfeit Tickets. H. Amendments/Entire Agreement This Agreement shall not be changed, modified or amended in any respect without the mutual written consent of both User and TicketWeb. This Agreement contains the entire understanding between the Parties and supersedes all prior negotiations, representations, understandings or agreements. I. Applicable Law and Jurisdiction This Agreement shall be interpreted and governed by the laws of the State of California, without reference to conflict of laws principles. Each of the Parties agrees that the state courts and the United States federal courts, that are located in the State of California shall each have subject matter jurisdiction hereunder and person jurisdiction over each of the Parties. Each such Party hereby consents thereto, and hereby waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent that any proceeding is conducted in accordance with the foregoing provision. J. Binding Effect and Assignment 1. The terms, conditions, provisions and undertakings contained in this Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and assigns. 2. This Agreement may not be assigned by User without the prior written consent of TicketWeb. K. Representations and Warranties 1. Each Party represents, warrants and covenants to the other that: a. It is duly organized and in good standing under the laws of its state of organization and has the requisite power to enter into and perform this Agreement; b. This Agreement has been duly authorized, executed and delivered by it and constitutes a valid, legal and binding agreement, enforceable in accordance with its terms; c. The entering into and performance of this Agreement will not violate any judgment, order, law, regulation or agreement applicable to such Party or any provision of such Party s charter or bylaws, or violate the rights of any third party, or result in any breach of, or constitute a default under, any other agreement to which they are a party, including, without limitation, any agreement of User s for the sale or other disposition of Tickets for an Event; d. The individual executing this Agreement, and whose signature appears below is empowered to execute this Agreement. 2. TicketWeb represents, warrants and covenants to User that: a TicketWeb owns and has title to the TicketWeb System; b. The operation of the TicketWeb System will be undertaken in a manner reasonably adequate for the performance of TicketWeb s obligations under this Agreement. Neither occasional short-term interruptions of service, which are not unreasonable under comparable industry standards, nor interruptions of service resulting from events or circumstances beyond TicketWeb s reasonable control, shall be cause for any liability or claim against TicketWeb hereunder, nor shall any such occasion render TicketWeb in default under this Agreement. 3. User represents, warrants and covenants to TicketWeb that: a. User is an agent of each Venue at which any of its Events are held and is duly authorized in such capacity to execute and deliver this Agreement for ticketing services and/or software licensing and to schedule and present Events at the Venue; b. There is no existing exclusive agreement of understanding between User, and/or the Venue or the Venue's owner or operators and any third party respecting the sale of Tickets for any Event held at the Venue that would invalidate this Agreement; c. The number of Tickets put on sale for each Event does not and will not exceed legal, fire, or other restrictions of the Venue or of governmental agencies or laws. 4

5 L. Limitation of Liability M. Severability N. Indemnity IN NO EVENT SHALL TICKETWEB BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT OR ANY CONFIDENTIAL INFORMATION, EVEN IF TICKETWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding anything in this Agreement to the contrary, TicketWeb s aggregate liability arising under or with respect to this Agreement or the subject matter hereof shall in no event exceed the total fees paid by User to TicketWeb under this Agreement. If one or more provisions of this Agreement are held by a court of law to be invalid or unenforceable, such provisions or portions thereof shall be severed herefrom. The balance of this Agreement shall remain intact in accordance with its terms. 1. User shall indemnify TicketWeb and its successors, assigns, officers, directors, employees and agents ( TicketWeb s Indemnitees ) against and hold harmless from, any and all claims, damages, actions, losses, liabilities, costs and expenses, foreseen or unforeseen, of any kind, including attorney fees ( Damages ), imposed on, incurred by, or asserted against TicketWeb s Indemnitees occurring as a result of, or in connection with, a) any Event of Default under this Agreement by User; b) any Event held or scheduled to be held at the Venue; c) any use of the TicketWeb System or d) User s use of the Buyer s profile information, except to the extent that any such claim relates to TicketWeb s gross negligence or willful misconduct with respect thereto. 2. TicketWeb shall indemnify User and its successors, assigns, officers, directors, employees and agents ( User s Indemnitees ) against and hold harmless from, any and all Damages, imposed on, incurred by, or asserted against User s Indemnitees occurring as a result of, or in connection with, a) any Event of Default under this Agreement by TicketWeb; or b) any alleged patent, trademark or copyright infringement asserted against User s Indemnitees with respect to User s authorized use of the TicketWeb System, except to the extent any such claim relates to User s gross negligence or willful misconduct with respect thereto. O. Confidentiality The Parties hereby acknowledge that, in the course of exercising their respective rights or carrying out their respective duties described in this Agreement, either may come into possession of certain confidential information about the other in which the other has a proprietary interest. The Parties hereby agree that such confidential information, which shall include the terms of this Agreement, shall be maintained by the Parties on a confidential basis and shall not be disclosed to any third party without the prior written consent of each other party, except as required by law or a court order of competent jurisdiction. P. Fax; Counterparts Q. Termination This Agreement may be executed by fax and in one or more counterparts, each of which shall be deemed to constitute an original for all purposes. 1. This Agreement may be terminated by either Party in the event of any material default in or material breach of the terms and conditions of this Agreement by the other Party, after the other Party has received written notice of default and thirty (30) business days (or ten (10) business days, in the case of a monetary default) to cure such default (each such occurrence, after the expiration of such cure period, shall be an Event of Default ); or the filing of any voluntary or involuntary petition against the other Party under the bankruptcy or insolvency laws of any applicable jurisdiction, which petition is not dismissed within sixty (60) days of filing, or upon any appointment of a receiver for all or any portion of the other Party s business, or any assignment of all or substantially all of the assets of such other Party for the benefit of creditors. 2. This Agreement may be terminated by TicketWeb in the event any act by User threatens to cause any infringement of any TicketWeb (or TicketWeb licensor) intellectual property or other property right, including without limitation, any copyright, license right or trade secret right, and User fails to refrain from so acting within five (5) business days written notice from TicketWeb. 5

6 3. Upon the effective date of any termination or expiration of this Agreement, provisions regarding ownership of intellectual property rights, representations and warranties, confidentiality, indemnification, limitation of liability, jurisdiction and resolution of disputes shall remain in full force and effect; each Party shall immediately cease the use of the other Party s intellectual property; and each Party shall return, or at the other Party s request, destroy all copies of Confidential Information, and all other property belonging to and/or received from the other Party. R. Relationship of the Parties S. Delays T. Notices Each Party is an independent contractor and not an agent or partner of, or joint-venturer with, the other Party for any purpose other than as set forth in this Agreement (e.g., TicketWeb is the agent of User with respect to Ticket sales and distribution). Neither Party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party. Neither Party shall be liable or deemed in default, and no Event of Default shall be deemed to have occurred, as a result of any delay or failure in performance of this Agreement resulting directly or indirectly from any cause completely, solely and exclusively beyond the control of that Party, but only for so long as such delay shall continue to prevent performance. Any notices required to be given under this Agreement must be sent to each Party, in writing, at the address set forth immediately below the signature line hereto or at such address as may be provided by each Party in writing from time to time, by certified or registered mail, return receipt requested or by an overnight courier. Notices will be deemed effective the day following sending if sent by overnight courier or five days after sending if sent by certified or registered mail. U. Binding Agreement The terms, conditions, provisions and undertakings of this Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns; provided, however, that this Agreement shall not be binding until executed by each of the Parties. V. Legal Review Each of the Parties has had the opportunity to have its legal counsel review this Agreement on its behalf. If an ambiguity or question of intent arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the Parties. The Parties expressly agree that the construction and interpretation of this Agreement shall not be strictly construed against the drafter. 6