This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the Empire Tickets Affiliate Program (the 'Program'). As used in this Agreement, Empire Entertainment & Travel, Inc. D/B/A Empire Tickets, a Delaware corporation whose current address is 3 West Paces Ferry Rd NW, Suite 203; Atlanta, Georgia 30305-1373, will be referred to as 'we' and the applicant will be referenced as 'you.' The term 'site' applies to a World Wide Web site whether accessible to the public in general or some smaller group via an intranet and, depending on the context, refers to either Empiretickets.com, another Empire Tickets website, or any site that you will link to ours.

Enrollment in the Program

To begin the enrollment process, you must submit a completed Affiliate Application. We will evaluate your application in good faith and will notify you of our acceptance or rejection. Your application may be rejected if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include but are not limited to those that:

• promote violence
• promote illegal activities
• promote sexually explicit content
• promote any type of discrimination
• violate any copyrights or intellectual property rights
• contain any parameter deemed inconsistent with the standards of behavior and decorum associated with our brand and website

Order Tracking and Processing

We will track and process all transactions made by customers who follow links provided by us from your site to our site. We will provide you 24/7 access to our Affiliates website which includes reports summarizing sales activity, qualifying transaction approvals, commission history and marketing material. We may, in our sole discretion, provide additional notification of the above information to your registered email address or mailing address.

To enable accurate tracking, reporting, and commission accrual, you must ensure that the links between your site and our site are properly formatted and that your site(s) have been registered within your affiliate account. When customers come to our site 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 the product, 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: you will not be paid for transactions that, for any reason, are not completed due to cancellations, credit card declines, chargebacks or that cannot be fulfilled for any other reason.

Qualifying Transactions

For a ticket transaction to qualify for a commission, the customer must do the following: follow a link (in the format specified by us from your site to our site; purchase tickets from our site; accept delivery of the tickets at the shipping destination; and remit full payment to us. Transactions made by existing Empire Tickets customers are subject to review. We reserve the right to reject transactions that do not comply with these or other requirements that we periodically establish. Your affiliate account will be credited for every qualifying transaction, including repeat purchases or sales that occur within 90 days of referral from your site.

Commissions

You will earn a commission of SEVEN PERCENT (7%), up to a maximum of $150.00, of the aggregate amount actually paid to us less discounts and/or promotions of any kind and excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods, for each qualifying purchase of tickets on our site. You will receive your commissions monthly, within 14 days following the end of the month in which they are earned provided you have completed all necessary paper work and submitted them to us. Your commissions will be mailed to you at the address we have on file for you minus 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 6 months, we may send you a bill for the overpayment.

Second-tier Affiliates: Empire Tickets will pay you TWO PERCENT (2%) for each Sale that originates from any second-tier affiliate you refer. You may not refer yourself, and all second-tier affiliates you refer must have different websites, companies and different payee information, including payee name and mailing address. Commissions will only be paid for second-tier affiliates that have never been enrolled in our affiliate program. The second tier referral commissions shall be paid to you on Sales occurring during the term of this Agreement.

Policies and Pricing

Customers who buy or sell tickets through this Program will be deemed to be customers of Empire Tickets. Accordingly, all Empire Tickets rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply. We may change our policies and operating procedures at any time.

Limited License

We grant you a nonexclusive, revocable right to use graphic images and text we provide to you via your affiliate account login and other text or images for which we grant express written 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 our ticket sites, including text, graphic images or any other images, trade names, and trademarks. You agree to follow our trademark guidelines and are aware that these may change. We may revoke your license at any time by giving you written notice. You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent. At no time shall you describe your website as the "official," "exclusive," "preferred," or like term website of Empire Tickets, nor design your site so similar to Empire Tickets sites in appearance so as to create confusion, uncertainty or misunderstanding. By accepting this Agreement, you agree specifically to refrain from originating, authorizing, or participating in any use of the Trademarks or other promotion of Empire Tickets by unsolicited emails ("spam"), telephone, offline media or otherwise, unless such use of the Trademarks or promotions have been specifically approved in writing by us.

Responsibility of Your Site

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

• functionality of links to one of Empire Tickets sites
• 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

Fraud

If you commit fraud or falsify information in connection with the sales transactions at our site through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to Empire Tickets for any and all damages that we suffer as a result of such actions. You will also be responsible for returning to us all commissions received for fraudulent/falsified transactions, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

Prohibition against Spyware and other Parasites

Affiliates will be removed from the Empire Tickets Affiliate Program and forfeit any pending commissions if they are utilizing or distributing software downloads that potentially enable diversions of commission from other affiliates or in any way compromise the integrity of our program. Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software is subject to punitive actions by Empire Tickets, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance.

Terms of the Agreement

The term of this Agreement will begin upon our acceptance of your Affiliate Application 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. 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. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all Empire Tickets trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

Ownership of Documents and Records

Affiliate acknowledges that all lists of customers, prospects and dealers, all advertising and marketing campaigns, all operational plans used with in respect to your services pursuant to the engagement by us shall remain confidential property of us. All programming, design concepts and coding remain the intellectual property of us. Any source code/intellectual property provided to us remains the property of us unless specified otherwise on a project-by-project basis. You have no authority to sub-license or alienate any such copyright to any other third party or to use the copyright material for any other purpose than agreed within the contract. The parties hereto covenant, agree and acknowledge that the provisions of this section of this Agreement shall survive the termination of this Agreement.

Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. The parties hereto covenant, agree and acknowledge that the provisions of this section of this Agreement shall survive the termination of this Agreement.

Modification

We may modify any of the terms of 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 CONSITUTE 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 this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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.

Injunctive Relief

You acknowledge that it would be difficult to compensate Empire Tickets fully for damages for any violation of the provisions of this Agreement. Accordingly, we shall be entitled to seek injunctive relief, both pending litigation and permanently, against you.

Governing Law; Venue

This Agreement is executed in Georgia and shall be governed by the laws of the State of Georgia without giving effect to the conflict of law provisions thereto. The parties hereto hereby consent to the personal jurisdiction and venue of the State and Superior Courts of Fulton County in the State of Georgia, and venue of the United States District Court for the Northern District of Georgia, in any legal action or proceeding brought to enforce, construe or interpret this Agreement. Each party hereto irrevocably submits to the jurisdiction of each such court in each such action or proceeding.

No Waiver

No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppels to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppels is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than the specifically waived.