2015-1182015-118A
Master Ticket Sales Agreement
T►,;, NA-1— Ticket Sales Agreement ("Agreement") is made and entered into as of
2015 ("Effective Date"), by and between Tix, Inc. a California
Corporation (Tix) with its principal place of business at 718 W Anaheim St., long Beach, California 90813
and � _ QF I Q '"I c1 _ __ ("Client") with its principal place of
business at t c �t2t»utJ^S p �- ._.3._t'1._l
Background
Tix is engaged in the sale of event tickets. In accordance with this Agreement, Client has requested that
Tix sell event tickets to the public for Event(s) managed by the Client.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as
follows:
1. Definitions
1.1. "Event" means a gathering of people at a particular location on a particular date at a particular
time for entertainment or other purposes. The Event(s) covered by this agreement are specified in
separate Event Sales Addendums.
1.2. "Ticket" means a computer record or physical document that allows a person admission to a
single Event or multiple Events.
1.3. "Customer" means a person who purchases a Ticket using Tix' services.
2. Obligations of Parties
2.1. Tix hereby agrees to make the purchase of admission to Clients Events) available on Tix' web
site.
2.2. Tix hereby agrees to make sales information available to client on the secure administrative
section of the Tix web site. This information includes Customers who have purchased Tickets to
specific Events.
2.3. Tix hereby agrees to customize its web site to match the look and feel ofthe Client's web site and
to provide Client with a custom URL to access customized site.
2.4. Client hereby agrees to provide such information to Tix as is necessary to allow Tix to sell
Tickets to Customers. Client understands that information contained in the Event Sales
Addendum(s) will be used for Ticket sales and Event information on Tix' web site and represents
that all information contained in the Event Sales Addendum(s) is materially accurate and
complete.
2.5. Client hereby agrees to notify Tix immediately by phone, fax, ore -mail of all changes relating to
Event datc(s), location(s), Ticket availability, or other pertinent information relating to Event(s)
specified in the Event Sales Addendum(s).
2.6. Client hereby agrees to admit all Customers presenting a valid Ticket or proof of identity that
corresponds to Customers listed as purchasing Tickets to each Event.
Client Initials: __� I Tix. Inc. initials:
2.7. Client hereby agrees to allow Customer to sit or otherwise be located in the location specified on
the Ticket or in Tix' system for said Customer for events in which specific seating locations are
assigned.
2.8. Client hereby warrants that Client is authorized to enter into this agreement and doing so will not
cause a breach of any other agreement to which Client is a party.
2.9, Client hereby agrees to be responsible for Client's Internet access as needed to manage F-vent(s)
through Tix .
2.10. Client hereby agrees to maintain an active credit card merchant account for online credit card
processing and to provide Tix with the account information necessary to enable Tix to process
credit cards using Client's merchant account.
3. Fees
3.1. Tix charges S 1.50 per Ticket fee for online sales. This applies to orders in which the Customer
purchases the Tickets using the Internet.
3.2. Tix charges $3.50 per Ticket fee for orders placed through the Tix Call Center. The use of the
Tix Call Center is optional as specified in the Event Sales Addendum.
3.3. Tix charges 25 cents per Ticket fee for orders entered by the Client. This includes, but is not
limited to, box office orders, walk-up sales, mail orders, and phone orders entered by the Client.
3.4. Tix charges $3.00 per order for printing and mailing tickets directly to Customers by Tix. Tickets
will be mailed via First Class Mail. The use of Tix' printing and mailing services are optional as
specified by the Client in the Event Sales Addendum.
3.5. Fees charged to the Customer are at the Client's discretion as specified on the Event Sales
Addendum. The Client may charge the Customer some or all of the fees charged by Tix.
4. Payment Schedule
4.1. Revenue collected from credit card sales will be processed using Client's merchant account and
will be deposited directly into Client's bank account.
4.2. Tix will send an invoice to Client via e-mail each week in which ticket sales occurred. Tix fees
are due within 10 days of invoice date.
S. Non -Payment
5.1. Failure to pay Tix fees owed within 15 days of invoice date will result in a discontinuance of
service for the Events covered by this Agreement.
5.2. Failure to pay Tix fees owed within 30 days of invoice date will result in late fees of an additional
1.5% of the balance due. Late fees of an additional 1.5% of the balance due plus prior late fees
will accrue for each subsequent 30 day late period.
6. Refunds
6.1. Client hereby agrees that Customers are entitled to full refunds for cancelled, postponed, or
relocated events. Client accepts responsibility for all refunds related to cancelled, postponed, or
relocated events.
Client Initials: 2 Tix, lnc. Initials:
6.2. Client hereby agrees that Customers are entitled to full refunds for errors caused by Client that
prevent Customers from being admitted to Event(s) or being allowed to sit or otherwise be
located in the location speci fled on Customer's Ticket or in Tix' system.
6.3. Refunds and request for refunds are the sole responsibility of the Client. Tix accepts no
responsibility for refunds.
6.4. Tix' fees apply regardless of whether or not orders are subsequently cancelled.
7. F,vent Capacity
Client hereby accepts responsibility for the quantity of tickets allocated to Tix for sale. Tix accepts no
responsibility for an event being over -sold, providing the sales through Tix did not exceed the quantity
allocated to Tix by the Client.
S. Taxes
8.1. Client is responsible for all taxes related to the sale of Event Tickets. The taxes, if applicable,
must be included in the price of the Tickets.
9. Termination/Expiration
9.1. Client reserves the right to terminate this agreement at anytime.
9.2. Tix reserves the right to terminate this agreement upon 30 days written notice to Client.
9.3. Upon expiration or termination of this Agreement for any reason, all rights and obligations of the
parties under this Agreement shall be extinguished, except that: (a) all accrued payment
obligations hereunder shall survive such expiration or termination. and (b) the rights and
obligations of the parties under sections 5, 6, 7, 8, 10, 12, 13, 14, 16, 17, 18, 19, 20 and 21, and
any other provisions of this Agreement that should reasonably survive expiration or termination,
shall survive such expiration or termination.
10. Disclaimers, Limitations
10.1. TIX DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES,
CONDITIONS AND REPRESENTATIONS OTHER THAN THE WARRANTIES,
CONDITIONS AND REPRESENTATIONS EXPRESSLY MADE IN THIS AGREEMENT,
WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF
TRADE OR COURSE OF DEALING, INCLUDING WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, AVAILABILITY, TITLE AND NON -INFRINGEMENT.
CLIENT ACKNOWLF..DGES THAT USE OF SERVICES MAY NOT BE UNINTERUPTED
OR ERROR FREE. THE REMEDIES SET FORTH HEREIN WILL BE THE SOLE AND
EXCLUSIVE REMEDIES OF CLIENT.
10.2. TIX WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ECONOMIC,
INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE,
WHETHER CLAIMED UNDER CONTRACT, TORT, BREACH, FAILURE OF WARRANTY
OR ANY OTHER LEGAL THEORY.
10.3. THE MAXIMUM AGGREGATE LIABILITY OF TIX FOR ALL CLAIMS UNDER THIS
AGREEMENT WILL BE ONE HUNDRED PERCENT (100%) OF THE FEES COLLECTED
BY TIX FOR THE EVENT(S) HEREUNDER.
Client Initial.. 3 Tix. Inca. Initials:
10.4. ANY ACTION AGAINST TIX PERMITTED UNDER THIS AGREEMENT AND NOT
BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION WILL BE
DEEMED BARRED.
11. Breach
1 1.1. Upon any failure by either party to perform or comply with any of its obligations under this
Agreement, which breach is not cured within seven (7) days of receipt of written notice, the non -
breaching party will have the right, without waiving any right or remedy otherwise available, to
cease performance until such failure is remedied.
12. Confidentiality
12.1. Both Client and Tix acknowledge that they may obtain proprietary information about the other
throughout the term of this Agreement. Except pursuant to court order or as otherwise required
under judicial or regulatory proceedings, neither party shall disclose the proprietary information
of the other party to any third party.
12.2. All obligations relating to Confidentiality will survive the termination and/or expiration of this
agreement for a period of ten (10) years.
13. Non -Disclosure of Terms
13.1. Except pursuant to court order or as otherwise required under judicial or regulatory proceedings,
neither party shall disclose the terms and conditions of this Agreement without prior written
consent of the other party.
13.2. All obligations relating to Non -Disclosure of'rerms will survive the termination and/or expiration
of this agreement for a period of ten (10) years.
14. Customer Privacy
14.1. Tix respects a Customer's right to privacy. Except pursuant to court order or as otherwise
required under judicial or regulatory proceedings, neither party shall disclose customer
information to any third party. Both parties agree to abide by the Privacy Policy as stated on the
Tix web site.
15. Assignment
IS. 1. Client will not assignor sublicense, in whole or in part, any of its rights or obligations under the
Agreement without the prior written consent of Tix.
lb. Indemnification
16.1. Each party agrees to defend, indemnify and hold the other party harmless from and against any
and all claims, suits or damages, including reasonable attorney's fees, brought or asserted against
the indemnified party that arise out of or relate to an allegation that the indemnifying party's
intellectual property used, provided or developed in connection with this Agreement infringes or
otherwise violates any rights of third parties, including, without limitation, rights under the laws
protecting copyright, trademark, trade name, patent, and/or other enforceable proprietary rights.
Client Initials:. 4 Tix, Inc. Initials:
16.2. Each party agrees to defend, indemnify and hold the other party harmless from and against any
and all claims, suits or damages, including reasonable attorney's fees. brought or asserted by a
third party against the indemnified party that arise out of or are based on the gross negligence or
intentional wrongful acts of the indemnifying parry's employees, officers and/or agents
performed in connection with or pursuant to this Agreement.
16.3.1f any action is initiated or claim asserted against a party and that party proposes to demand
indemnification under this Section 16. that party (the "indemnified party") shall notify the
indemnifying party with reasonable promptness, and the indemnifying party shall have the right
to assume the entire control of defense of the claim, including the selection of counsel, subject tc
the right of the indemnified party to participate with counsel of its choice and at its cost in the
defense, compromise or settlement thereof. The indemnified party shall cooperate fully in all
respects with the indemnifying party in any such defense, compromise or settlement, including,
without limitation, by making available all pertinent information under its control to the
indemnifying party. The indemnifying party shall not compromise or settle any such action or
claim without the prior written consent of the indemnified party, rop vided, howcvSr, that in the
event approval is withheld, then the liabilities of the indemnifying party shall be limited to the
total sum representing the amount of the proposed compromise or settlement and the amount of
counsel fees accumulated at the time such approval is withheld
17. Intellectual Property
17.1. Client agrees that it does not own any proprietary rights to the trademarks, service marks, or the
brands of Tix.
17.2. Tix agrees that it does not own any proprietary rights to the logos, trademarks, service marks, or
the brands of the Client.
17.3. Both Client and Tix are hereby authorized to use the other's logos, trademarks, service marks,
and brands for marketing; purposes related to the Event(s) specified in the Event Sales
Addendum(s).
17.4. Client hereby acknowledges that the material, content, methodology and concepts in the Tix
system are owned by Tix, Inc. These materials, content, methodologies, and concepts are
protected by intellectual property law and other proprietary rights. The use of such materials is
governed by the laws which create those rights and provide for their enforcement. Client may not
copy, reproduce, modify, distribute, or reverse engineer the Tix system. Client will not allow
others, including but not limited to, employees, partners, subsidiaries, contractors, and/or
consultants to copy, reproduce, modify, distribute, or reverse engineer the Tix system. Client
acknowledges that Tix may take any and all actions necessary to protect its material, content,
methodology, concepts and processes from unauthorized copying, reproduction, modification,
distribution, and/or reverse engineering.
18. Governing Law
18.1. This Agreement is governed by and will be construed in accordance with the laws of the State of
California. Any claim brought pursuant to or under this Agreement shall be brought in a court of
competent jurisdiction in California.
19. Severability
19.1, If any provision of this Agreement is held invalid under any applicable law, such invalidity will
not affect any other provision of this Agreement and such invalid provision will be deemed
modified to the extent necessary to make it valid and enforceable or, if such provision cannot be
so modified, it will be deemed deleted from this agreement.
Client Initials: 5 Tix, Inc. Initials:
20. Attorney's pees and Costs
20.1. The prevailing party in any litigation regarding a claim or a claim for equitable relief, will be
entitled as a matter of right to recover its costs and expenses including, without limitation,
attorneys' and witness' fees.
21. Non -waiver
21.1.1'he failure of either party to enforce the other party's strict performance of any provision of this
Agreement will not constitute a waiver of its right to subsequently enforce such provision or any
other provision of this Agreement.
22. Force Majeure
22.1. If the performance of either party is delayed or prevented at any time due to circumstances
beyond its control, including, without limitation, those resulting from labor disputes, fire, floods,
riots, civil disturbances, weather conditions, control exercised by a governmental entity,
unavoidable casualties or acts of God or a public enemy, performance will be excused until such
condition no longer exists.
23. Notices
23.1. All notices will be in writing and, if originating in the United States, sent by certified mail,
overnight mail, responsible courier, or transmitted by facsimile (if confirmed by mail), or, if
originating outside the United States, sent by responsible international courier or transmitted by
facsimile (if confirmed by mail) to the other party at the address listed above or other such
address as either party may indicate by at least ten (10) days prior written notice to the other
party.
24. Cooperation
24.1. Both parties will reasonably cooperate with the other in connection with each other's
performance. Both parties acknowledge that such performance depends in part on such
cooperation and that the failure to cooperate may hinder or impede the other's performance
hereunder.
25. Relationship of Parties
25.1. The relationship of the parties is that of independent contractors dealing at arms length and,
except as expressly provided in this Agreement, nothing in this Agreement will be construed so
as to constitute the parties as partners, a joint venture, or co -owners or empower either party to
act for, bind or otherwise create or assume any obligation on behalf of the other and neither party
will hold itself out as entitled to do the same.
26. Currency
26.1. All currency and monetary tender referred to herein and exchanged between the parties will be in
United States Dollars.
Client Initials: 6 Tix, Inc. Initials: —
27. Entire Agreement
27.1. This Agreement supersedes and cancels any previous understandings, representations, or
agreements between the parties related to the subject matter hereof, and expresses the complete
and final understanding with respect to the subject matter hereof and supersedes and cancels all
previous and contemporaneous written and oral agreements and communications relating hereto.
28. Modifications
2K 1. This Agreement shall not he modified in any way without the express written consent of both the
Client and Tix,
29. Counterparts
29.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed to
constitute an original. A facsimile of a signature shall be deemed as effective as an original
signature for the purposes of this Agreement and any other communications between the Client
and Tix.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, and it will be
effective as of the Effective Date.
CLIENT TIX
Date )at
Z)ktur ob E. Edmison
resident
Tix, Inc.
Name
C 12!�j IKA At�Lr.U.(tR
Title
cJ-r'g o F
Organization
Contact Phone
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Ct6tact ail Address
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