Together with the Application, this agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Seatwave Mobile Affiliate Program (the Program). As used in this Agreement, Seatwave Limited (the corporation holding the Seatwave trademark) will be referred to as we and the applicant or publisher will be referenced as you.
1) Term 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 pursuant to this Agreement. 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, Seatwave 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 mobile application, all links to Seatwave and all Seatwave 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 commissions only on ticket transactions that occur during the term of this Agreement, and commissions 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.
2) Enrollment in the Program: Your participation in the Program may be rejected if we determine, in our sole discretion, that Your application is unsuitable for the Program. Unsuitable applications include, without limitation, those that: promote violence, promote illegal activities, promote sexually explicit content, promote any type of discrimination, violate any copyrights or intellectual property rights, or contain any parameter deemed inconsistent with the standards of behavior and decorum associated with our brand, mobile application and website. Once you have been approved for the Program you will receive an SDK key, together with SDK download and integration instructions.
3) Order Tracking and Processing: We will track and process all transactions made by customers who are directed from your mobile application to purchase flow views on the SDK. Reports will be available via your membership in one of our network affiliate programs. To enable accurate tracking, reporting, and commission accrual, you must ensure that integration is performed exactly as described in the SDK documentation. 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.
4) Qualifying Transactions: For a ticket transaction to qualify for a commission, the customer must do the following: create a Seatwave account and login via their Seatwave account credentials; purchase their tickets via the SDK purchase flow; accept delivery of the tickets at the shipping destination or ship the tickets in accordance with our policies; and remit full payment to us in the case of a purchase. Ticket transactions that are cancelled, refunded or the subject of a credit card charge back will not qualify for commissions. We reserve the right to reject transactions that do not comply with these or other requirements that we periodically establish.
5) Commissions: You will earn commissions when a user performs a Qualifying Transaction. Commissions will be paid as a percentage of the commissions collected by Seatwave from the buyer and the seller for such transaction minus Seatwave's direct selling costs (which include transaction/card fees, refunds/chargeback/payment service provider fees, royalty payments and customer care servicing costs). Seatwave will pay commissions in accordance with the terms of your network affiliate program agreement.
6) Brand Integrity, Restricted Activities, and Use of the SDK:
7) Policies and Pricing: Customers who buy or sell tickets through this Program will be deemed to be customers of Seatwave. Accordingly, all Seatwave 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 and without notice.
8) 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 application as a Program participant and to assist in generating ticket transactions. You shall not use the images or text in connection with any activity that (a) disparages Seatwave or its products or services; (b) violates or infringes any intellectual property of Seatwave; or (c) violates any local, state, federal, country, or international regulation or law. You may not modify any of these graphic images or text in any way. We reserve all intellectual property rights of Seatwave, 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 application 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 Seatwave, you have 10 days to cease all use of material licensed to You by Seatwave.
9) Term of the SDK. Seatwave reserves the right to discontinue offering the SDK, APIs and Services or to modify the SDK, APIs or Services at any time in its sole discretion. If You are dissatisfied with any aspect of the SDK, APIs or Services at any time, Your sole and exclusive remedy is to cease using them. Notwithstanding anything contained in the license to the contrary, Seatwave may also, in its sole discretion, terminate or suspend access to the APIs and Services to You or any end user at any time. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this license and that Seatwave will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section will survive termination of this license or any discontinuation of the offering of the SDK, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events.
11) Mobile-Based Services. Seatwave provides mobile-based services with the SDK. It may change or cancel them at any time. You may not use this SDK or the Services in any way that could harm the Services or impair anyone else's use of it. You may not use the SDK or the Service to try to gain unauthorised access to any service, data, account or network by any means. Some SDK features connect to Seatwave computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. By using this SDK, you consent to the transmission of this information.
12) Scope of Licenses. The SDK is licensed, not sold. This license only gives You some rights to use the SDK. Seatwave reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the SDK only as expressly permitted in this license. In doing so, You must comply with any technical limitations in the SDK that only allow You to use it in certain ways. You may not:
13) Reservation of Rights. Except for the licenses expressly granted under this license, Seatwave and its suppliers retain all right, title and interest in and to the SDK, APIs, Services, and all intellectual property rights therein. You are not authorised to alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided under this license except as explicitly provided in this license or approved in advance in writing by Seatwave.
14) Responsibility for Your Application: You are solely responsible for the development, content, operation, and maintenance of your mobile application. This responsibility includes:
15) 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 application and sending you an email to the email address you registered with us. 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 AND STOP USING THE SDK, SERVICES AND APIS BEFORE THE CHANGES ARE IN FORCE. IF YOU DO NOT STOP USING THE SDK, SERVICES OR APIS, THEN YOUR USE OF THE SDK, SERVICES OR APIS WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
16) 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 application or otherwise, that would reasonably contradict anything in this section.
17) 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.
18) Disclaimer of Warranty: The SDK is licensed “as-is.” You bear the risk of using it. Seatwave gives no express or implied warranties, guarantees or conditions with respect to the SDK, 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 mobile application will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
19) 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 APPLICATIONS THAT ARE SIMILAR TO OR COMPETE WITH YOUR APPLICATION. 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.
20) Miscellaneous: This Agreement will be governed by the laws of England and Wales 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.