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eSeats.com Affiliate Program Agreement

This Affiliate Agreement (this "Agreement") establishes the terms and conditions for the Affiliate Program of eSeats Inc. ("eSeats Inc. " or "we").

BY CLICKING ON THE BOX AT THE END OF THE AFFILIATE PROGRAM APPLICATION WHICH STATES "I HAVE READ AND AGREE TO THE eSeats.com AFFILIATE PROGRAM AGREEMENT", THE PERSON OR COMPANY NAMED IN THE APPLICATION ("Affiliate" or "you") AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND eSeats Inc. WILL AUTOMATICALLY BECOME COUNTER-PARTY TO THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE AGREEING TO ITS TERMS.

1. AFFILIATE'S OBLIGATIONS.

You will complete and submit the Affiliate Program application to eSeats Inc. eSeats Inc. may accept or reject any Affiliate Program application in its sole discretion. eSeats Inc. will notify you via email if your application has been accepted.

You will, at your own cost and expense, establish eSeats Inc. - approved banners and/or text links to the eSeats Inc. web site (www.eSeatscom) in order to induce potential customers to purchase event tickets from eSeats Inc. ("Products"). We will provide you the guidelines, graphical artwork and permitted text to use in linking to our home page, and you will use only approved graphic images and text for purposes of linking to the eSeats Inc. website(s). To permit accurate tracking, reporting and fee accrual, we will provide you with a unique tracking URL(s) for your use only that contains your unique affiliate ID ("Affiliate Link"). It is your responsibility to test that you have linked up correctly as we are not liable for your failure to link up properly.

You will not send Spam messages to customers or potential customers that promote eSeats Inc. 's services or the Affiliate Link. "Spam" means emails and messages that are sent by you, directly or indirectly, which: (i) contain false or misleading statements; (ii) do not truthfully identify the source or the originating IP Address; or (iii) do not contain an online and real time remove option.

You may not issue any press release with respect to this Agreement or your participation in this marketing program without our prior written consent. You will be solely responsible for your own websites and for the material appearing on them. You represent and warrant that you will not place links to us on any website that contains any material which is libelous, unlawful or otherwise unsuitable. Unsuitable sites include without limitation websites which display violence, pornography, illegal acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities and/or violate the intellectual property rights of others.

2. eSeats.com. OBLIGATIONS.

We will make available to you graphic images and text for purposes of linking customers from your website to our website through your Affiliate Links. These pre approved banners and text links are available at our link exchange page. You may NOT modify these graphic images or text, or any other of our images, in any way, without our prior written consent.

3. SECURITY AND PRIVACY.

Each party will employ commercially reasonable security safeguards to protect customer information from loss, misuse and unauthorized alteration during its storage, processing and transmission, including the use of commercially available computer security products, as well as industry standard security procedures and practices.

Each party will comply with its respective privacy policies and statements in handling, using and disclosing any customer information. You will comply with eSeats Inc's Privacy Statement in all material respects and will not use or disclose any customer information in a manner inconsistent with such Privacy Statement.

4. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSE.

Each party will retain all right, title and interest in and to its respective trademarks and service marks ("Marks"), promotional material and information relating to the eSeats Inc. Products ("Content") and other intellectual property worldwide, subject to the limited license granted to the other hereunder in connection with such party's performance of this Agreement.

Each party (a "Licensor") hereby grants to the other party hereto (a "Licensee") a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free and limited license to use its Marks and Content solely in connection with its marketing and promotion obligations under this Agreement. All such use will be in accordance with each party's reasonable policies regarding advertising and trademark usage as will be established or changed from time to time in each party's sole discretion upon written notice to the other. All usage by Licensee of Licensor's Marks will include the appropriate registered or unregistered trademark symbol and, where space reasonably permits, a legend stating that the "[Licensor's Mark] is a registered trademark of [Licensor]" or a reference to the effect that third party marks are owned by their respective owners. eSeats Inc. fs current guidelines for the use of the eSeats Inc. Marks are published on the Affiliate Information Site.

The Licensee hereby acknowledges and agrees that (i) the Licensor's Marks and Content are owned solely and exclusively by the Licensor, (ii) except for the limited license granted pursuant to this Agreement, the Licensee has no rights, title or interest in or to the Licensor's Marks or Content, and (iii) all use of the Licensor's Marks or Content by Licensee will inure to the benefit of Licensor. Licensee will not apply for registration of the Licensor's Marks (or any mark confusingly similar thereto) anywhere in the world, and will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Licensor's Marks. Upon the expiration or termination of this Agreement, each party will immediately cease using the Marks or Content of the other, and will remove such Marks and Content from their respective Sites, except as the parties may agree in writing.

5. Order Tracking and Processing.
We will track and process all transactions made by customers who follow special links from your site to our site. We will send you reports summarizing sales activity. The form, content, and frequency of these reports may vary from time to time at our discretion. To enable accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and our site are properly formatted. When customers come to eSeats.com via your links, our web server sends a client-side text string (cookie) containing your unique affiliate code to their computers. Our system then uses those strings to identify your site at the point of purchase or sale. We are responsible for all aspects of order processing and fulfillment. Along with providing customer service, we will handle all transaction logistics including payments, cancellations, and shipping. We reserve the right to cancel orders that do not comply with any requirements we establish.

6 . COMPENSATION.

You will earn commissions for each purchase of tickets made when visitors come from your site to eSeats.com. You will receive your commissions on a monthly basis, approximately 15 days following the end of the month in which they are earned. Your commissions will be transferred to your PayPal account, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than $20.00, we may hold those commissions until the total amount due is at least $20.00 or, if earlier, this Agreement is terminated. If a transaction that generated a commission is later cancelled by a customer, we will deduct the corresponding commission from your next payment or, if thereafter your site accrues no commissions during the following quarter, we may send you a bill for the overpayment. Affiliates are not eligible to receive commissions on their own transactions.

Payouts: eSeats.com is partnered with PayPal, the secure way to receive payments online. Through PayPal, you may either request that your earnings be transferred directly to your bank account or that a check be mailed to you. You will be paid on a monthly basis; payments will be made approximately 15 days after the month in which you earned commissions.

7. COVENANTS, REPRESENTATIONS AND WARRANTIES.

Each party will comply with all applicable laws governing its performance of and activities under this Agreement. Affiliate is and will be solely responsible for any recommendations or advice it may offer to its customers.

Each party will provide any services required by it pursuant to this Agreement in a workmanlike manner. Each party hereto represents and warrants to the other party that: (i) the execution, delivery, and performance of this Agreement will not conflict with or result in any breach of or a default under, any material agreement, instrument or undertaking to which it is a party or by which any of its property is bound; (ii) that the use, reproduction, distribution, transmission, or display of its respective Content and Marks pursuant to this Agreement will not constitute an infringement, be defamatory or violate any third party's rights of publicity, privacy or personality.

8. INDEMNITY.

You agree to release, indemnify, and hold eSeats Inc., our partners, contractors, agents, employees, officers, directors, shareholders, affiliates and assigns harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to: (i) a violation of applicable law asserted against eSeats Inc. to the extent caused by your acts or omissions in the course of your performance of this Agreement, (ii) a breach of or inaccuracy in your representations and warranties set forth in this Agreement, or (iii) your error or omission in the performance of or failure to perform your covenants set forth in this Agreement; except to the extent such claims result from our acts or omissions, or materials provided by it. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement.

9. DISCLAIMER.

AFFILIATE ACKNOWLEDGES AND AGREES THAT THE AFFILIATE PROGRAM AND THE PRODUCTS ARE PROVIDED "AS IS," AND THAT eSeats Inc. MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY, NON-INFRINGEMENT OR EFFECTIVENESS OF SUCH PRODUCTS OR THE AFFILIATE PROGRAM, OR THAT ANY OF SUCH PRODUCTS OR THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS HAVE OR WILL BE CORRECTED, OR THAT SUCH PRODUCTS OR THE AFFILIATE PROGRAM WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, eSeats Inc. DISCLAIMS ALL WARRANTIES OF REASONABLE SKILL OR CARE. IN NO EVENT WILL eSeats Inc. BE LIABLE TO AFFILIATE FOR ANY FAILURE, DISRUPTION, DOWNTIME, INCORRECT LINKAGE OR OTHER NON-PERFORMANCE OF THE PRODUCTS OR THE AFFILIATE PROGRAM. eSeats Inc. 'S SOLE LIABILITY, AND AFFILIATE'S SOLE REMEDY, WITH RESPECT TO SUCH WARRANTY WILL BE eSeats Inc. 'S OBLIGATION TO CORRECT ERRORS WITH A LEVEL OF EFFORT COMMENSURATE WITH THE SEVERITY OF THE ERROR.

10. LIMITATION OF LIABILITY.

IN NO EVENT WILL EITHER PARTYS LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FROM ANY CAUSE EXCEED US $10,000. IN ADDITION, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OR EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR LOSS OF PROFITS), EVEN IF SUCH PARTY, ITS AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SERVICES TO THE OTHER PARTY OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. Neither party will be liable for delays in data transmission.

11. TERM AND TERMINATION.

This Agreement will take effect when you activate a link to our website and will be continuous unless and until either party notifies the other party, in writing, that it wishes to terminate the Agreement, in which case, the Agreement will terminate immediately. TERMINATION IS AT WILL BY EITHER PARTY. In addition, this Agreement will automatically terminate if your affiliate relationship becomes Inactive. An affiliate relationship will become Inactive if a Qualified Purchase has not occurred from your Affiliate Link for a period of forty-five consecutive calendar days.

In the event you breach any provision of this Agreement and/or we receive a complaint against a particular Affiliate Link, we may in our sole discretion, disable that particular Affiliate Link with or without notice, temporarily or permanently. In such cases, it is our sole option to suspend or disable your links rather than completely terminating this Agreement. The fact that we chose to leave some Affiliate Links open does not entitle you to have all Affiliate Link(s) operational or reactivated, nor does it entitle you to compensation for the disabled Affiliate Links.

The following will apply upon the effective date of termination: (i) you will remove all banners and text links to the eSeats.com. website and/or we may disable your Affiliate Link; (ii) all rights and licenses given to you under this Agreement will terminate immediately; (iii) you will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of eSeats Inc. .com; (iv) we may withhold Fees for up to one hundred and eighty days to ensure that the correct amount is paid and that any fraud has been reversed; (v) if any link remains open or if customers obtained through the Affiliate ID are still allowed to purchase Products this will not constitute a continuation or renewal of this Agreement; and (vi) you will be entitled to only to those unpaid Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Fees with respect to customer activities made after the termination date.

12. NON-EXCLUSIVE.

YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY), ENTER INTO MARKETING TERMS WITH OTHER WEBSITES OR MARKETERS ON THE SAME OR DIFFERENT TERMS AS THOSE PROVIDED TO YOU HEREIN AND THAT SUCH OTHER WEBSITES OR MARKETERS MAY BE SIMILAR AND EVEN COMPETE WITH YOU. YOU UNDERSTAND THAT WE MAY RE DIRECT TRAFFIC AND USERS FROM OUR SITE TO ANY OTHER WEBSITE THAT WE DEEM APPROPRIATE IN OUR SOLE DISCRETION, WITHOUT ANY ADDITIONAL COMPENSATION TO YOU.

13. MODIFICATIONS TO AGREEMENT.

Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may revise the terms and conditions of this Agreement and/or change the services provided under this Agreement at any time. Any such revision or change will be binding and effective ten (10) calendar days after the revised Agreement or change to the service(s) is posted on the eSeats.com website. You agree to periodically review our website, including the current version of this Agreement available on our website, to be aware of any such revisions. If you do not agree with any revision to the Agreement or change to the services, you may terminate this Agreement at any time. By continuing to use our services ten (10) calendar days after any revision to this Agreement or change in service(s) is posted on our website, you agree to abide by and be bound by any such revisions or changes. We are not bound by and you may not rely on any representation concerning this Agreement or our services made by: (i) any agent, representative or employee of any third party that you may use to apply for our services; or (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of eSeats Inc. .com or any partner of eSeats Inc. .com is authorized to alter or amend the terms and conditions of this Agreement.

14. RELATIONSHIP OF THE PARTIES.

The relationship of the parties established by this Agreement is that of independent contractors. here is no relationship of exclusivity, partnership, joint venture, employment or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

15. SEVERABILITY.

You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

16. ENTIRETY.

You agree that this Agreement is the complete and exclusive agreement between you and us regarding the Affiliate Program. This Agreement supersedes all prior agreements, representations and understandings regarding the subject matter hereof, whether established by custom, practice, policy or precedent.

17. NON-ASSIGNMENT.

Your rights under this Agreement are not assignable. Any attempt by you to assign your rights will render this Agreement voidable at our option. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, garnishment or otherwise, will render this Agreement voidable at our option.

18. GOVERNING LAW.

You agree that this Agreement and any disputes hereunder will be governed in all respects by and construed in accordance with the laws of the state of Arizona excluding its conflict of laws rules. You and we each submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts of that state. You agree that any action, suit or application will be brought and heard in Phoenix, Arizona.

19. FORCE MAJEURE.

The parties' obligations under this Agreement are subject to and neither party will be liable for, failure to perform, damage, or malfunction of any equipment, or any consequences thereof occasioned by or due to fire, flood, water, the elements, labor disputes, power failures, explosions, governmental actions, unavailability of transportation, acts or omission of third-parties, or any other causes beyond the party's reasonable control.

20. NOTICES.

All notices pertaining to this Agreement will be given by email as follows: to us at bob@eSeats.com; and, to you at address provided on our online signup form (or as subsequently updated by you to us in the event of change).

20. AGREEMENT TO BE BOUND.

By applying to become an Affiliate of eSeats Inc. , you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement.