Developer API

Overview

This agreement contains the complete terms and conditions that apply to an individual or entity’s participation in the Bandsintown Affiliate Program (the Program). As used in this Agreement, Bandsintown, Inc. will be referred to as we and the applicant will be referenced as you. The term site applies to a World Wide Web site and, depending on the context, refers to either Bandsintown.com or any site or application that you will link to ours.

Term of the Agreement

The term of this Agreement will begin upon your acceptance to the affiliate program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. In addition, Bandsintown reserves the right to cancel the Program at any time and for any reason, without prior notice. Upon the termination of this Agreement or the Program for any reason, you will immediately cease use of, and remove from your site, all links to Bandsintown.com and all Bandsintown trademarks, trade dress, logos, and all other materials provided by or on behalf of us to you in connection with the Program. You are eligible to earn referral fees only on ticket transactions that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. To ensure that you are paid the correct amount, we may withhold your final payment for a reasonable time.

Enrollment in the Program

Your enrollment in the Bandsintown affiliate program is subject to our discretion. Bandsintown may at any time reject your application if we determine, in our sole discretion, that your site is unsuitable for the Program. Unsuitable sites include, without limitation, those that:

• promote violence, illegal activities, sexually explicit content or any type of discrimination
• violate copyrights or intellectual property rights
• contain any parameter deemed inconsistent with the standards of behavior and decorum associated with our brand and website
• engage in any other activities that we find malicious or in abuse of our API or affiliate program

Order Tracking and Processing

We will track and process all transactions made by customers who follow special links from your site to our site. To enable accurate tracking, reporting, and commission accrual, you must ensure that the special links between your site and our site are properly formatted.

Commissions

You will earn commissions for each purchase of tickets on a Bandsintown.com through one of our qualifying third party Ticket Sellers. 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.

You shall receive a commission of 50% of all qualifying ticket sales revenue from all through your application or website.

Bandsintown will provide you with reports and shall make payments every (90) days.

If either party believes that any statement is incorrect it shall have the right to require the other party to substantiate its calculation. If either party believes that any statement is incorrect it shall nevertheless pay the other party the amount not in dispute, and both parties will reconcile and settle any amounts in dispute within thirty (30) days. If the amount in dispute cannot be settled between the parties then either party may submit the matter to an independent accounting firm. The party who incorrectly calculated the amount shall bear the cost of the independent accountant, and remittance shall be settled within seven (7) days of the decision by the independent accountant. Data Usage: Except as expressly and unambiguously authorized under this Agreement, you may not (i) rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly required by applicable statutory law), modify or alter any part of the Licensed API, (ii) otherwise use the Licensed API on behalf of any third party, (iii) intermix sources other than Bandsintown when presenting Bandsintown content, or (iv) modify, replace or otherwise disable the functioning of links to Bandsintown or third party websites provided in the Bandsintown API. All calls to the Bandsintown API must reference an acceptable app ID, identifying your application.

Request Limits

We limit the number of requests so we can manage demand for the service to deliver the best performance. We are happy to increase this if you find that you are running into limits. If you'd like a higher call limit, please email us at biz@bandsintown.com.

Attribution

Bandsintown hereby grants you a non-exclusive license to display the Bandsintown Logo as described herein (including those provided to you by Bandisntown or contained in the Developer Site). Notwithstanding anything to the contrary herein, Bandsintown shall retain final approval over the placement of each such Bandsintown Logo on your application or your site, which such approval may be withdrawn or withheld in Bandsintown’s sole discretion. To comply with the Bandsintown API Terms of Use, you must display attribution on your web site or client application if Bandsinown API content or data are served from your website or client application. Please adhere to the following usage guidelines:

a. Linking.
When using the Bandsintown API, you must maintain each link provided in the API.

b. Bandsintown Logo or Link
All data provided by the Bandsintown API must be accompanied by approved attribution or Logo that links directly to www.Bandsintown.com. Prior written consent from Bandsintown is required to use Bandsintown data without attribution. Example of acceptable attribution:

<a href="http://www.bandsintown.com/event/2881216/buy_tickets?affil_code=YOURAFFILCODE">
  Buy Concert Tickets
</a>
**Tour information provided by <a href="http://www.bandsintown.com">Bandsintown</a>**

Limited License

We grant you a nonexclusive, revocable right to use graphic images and text we provide to you and other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating ticket transactions. You may not modify any of these graphic images or text in any way. We reserve all intellectual property rights of Bandsintown.com, including text, graphic images or any other images, trade names, trademarks, and copyrights. You agree to follow our trademark guidelines and are aware that these may change. In the event of a change, you must make relevant changes to your site to conform to the changed guidelines within 20 days. We may revoke your license at any time, with or without cause, by giving you written notice. Upon receiving a revocation notice from Bandsintown, you have 10 days to cease all use of material licensed to you by Bandsintown.

Responsibility for Your Site

You are solely responsible for the development, content, operation, and maintenance of your site. This responsibility includes:

• functionality of Bandsintown links
• maintaining and updating to current Bandsintown data
• the technical operation of your site and all related equipment
• the accuracy and appropriateness of site content (including ticket-related information)
• the assurance that site content does not violate or infringe upon the rights of any third party (including copyrights, trademarks, privacy, or other personal and proprietary rights)
• assurance that site content is neither libelous or otherwise illegal

Modification

We may modify any of the terms or conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You may not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this section.

Limitation of Liability

We 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. Further, our aggregate liability arising with respect to any claim arising out of this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement during the six (6) months preceding such claim.

Disclaimers

We name no express or implied warranties or representations with respect to the Program or any tickets sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Boston, MA, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Massachusetts (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extend permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration or otherwise.

Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Massachusetts, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. We may assign this agreement at any time and without notice to our successor-in-interest following a merger, acquisition or similar corporate transaction. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If you violate any of these Bandsintown.com conditions, we may remove you from the Program immediately and/or permanently. Bandsintown.com also reserves the right to withhold, or cancel any and all compensation for transactions not in compliance with these conditions.