viagogo Publisher Program Terms & Conditions(“Program Terms”)Please read our Program Terms carefully before you join or begin promoting the viagogo Affiliate Program (“Program”). By joining or promoting the Program, you agree to be bound by these Program Terms. We may periodically make changes to the Program Terms and will attempt to notify you of any revisions. The revised Program Terms will become effective upon publication and your continued participation in the Program. As used in these Program Terms, (i) “We”, “us”, or “our” refers to viagogo Entertainment Inc., StubHub, Inc. or StubHub Canada Ltd (as applicable); (ii) “Publisher”, “you” or “your” refers to the individual or entity who participates in the Program; (iii) “our website” refers to www.stubhub.com,  www.stubhub.ca , www.viagogo.com, www.viagogo.be, www.viagogo.es, or www.viagogo.fr, (as applicable); and (iv) “your website” refers to any website that you use to link to our website. 1. COMMISSIONS.a. Unless otherwise agreed to in writing, the standard Program commission rates posted on the Partnerize platform will apply.b. Commissions are paid on the total ticket price minus any taxes and discounts. You are responsible for payment of all taxes applicable to any commission.c. Commission is not eligible on gift cards, insurance or other non-ticket merchandise.d. Commissions are declined for (i) breach of these Program Terms; (ii) cancelled orders or events; (iii) duplicate orders; (iv) pay-per-click (“PPC”) when you use of the viagogo name (or any variations, including but not limited to misspellings) in your URL, paid search title, copy, description or keywords; or (v) de-duplication with other online advertising channels, including but not limited to PPC brand, PPC generic, email advertising, display advertising, paid social media advertising, direct partnerships, or price comparison.e. You must promptly respond if we ask you for clarification, verification or additional information on any orders or clicks. If you fail to do so, then we reserve the right to reverse orders, set your commission to 0%, suspend or remove you from the Program. 2. LINKING TO OUR SITE.a. Upon your acceptance into the Program, you will receive tracking links from Partnerize, the third-party platform used to track referrals. Partnerize will track these links using cookies, which expire after 30 days. Only purchases made, while the cookie is active, by users using your link will be considered for a commission.b. It is your responsibility to correctly implement the tracking links. You may not modify, alter, or manipulate the links in any way. We are not responsible for any tracking or reporting errors that may result from your misuse of the links.c. You must abide by the following:i. All domains that use your tracking links must be listed in your Partnerize profile;ii. Your website will not in any way copy, resemble, or mirror the look and feel of our website;  iii. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website;iv. You will not attempt to mask the referring URL information (i.e. the page from where the click is originating).3. VALIDATION & PAYMENT. Pursuant to Partnerize’s Partner Terms and Conditions, Partnerize will be the sole source for tracking, validating and calculating commissions. After an event has occurred, viagogo will validate your transaction(s) within the Partnerize platform and Partnerize will distribute your commission(s) one month after such validation. 4. YOUR WEBSITE RESTRICTIONS. Your website may not:a. Infringe on our or any third-party’s intellectual property, publicity, privacy or other rights;b. Violate any law, rule or regulation;c. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;d. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Publisher commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons;e. Unless expressly authorized by the rights holder, use a subdomain or domain name in your website URL that contains:i. all or part of the name of a live events venueii. all or part of the name of a live event, including the name of a person or entityscheduled to perform or appear at the event; ora name substantially similar to the venue, event, person or entity as noted above. 5. COUPON GUIDELINES. If your website promotes coupons, you must adhere to our Coupon Guidelines as follows:a. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.b. You are PROHIBITED from posting any information about how to work around the requirements of a coupon (i.e. first-time customers only).c. You are PROHIBITED from using any technology that covers up the coupon code and generates the affiliate click by revealing the code.d. You are PROHIBITED from advertising coupons obtained from any non-partner marketing channel, including coupons from our email, paid search or any other non-partner advertising campaigns.e. You are PROHIBITED from giving the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.f. If your website promotes coupons, cashback, loyalty offers, promotions or otherwise promotes viagogo in a way that viagogo deems to be less profitable, we may, in our sole discretion, lower your commission rate to offset the reduced profitability of orders. 6. ADVERTISING & PROMOTIONAL CONTENTa. You must receive our prior written approval before creating, publishing, distributing orprinting any advertising or promotional material that makes reference to our Program.b. All e-mail campaigns must abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and be sent on your behalf without any implication that it is being sent on our behalf.c. If you promote us on Facebook, Instagram, Twitter or other social media platforms, you must adhere to our Social Media Guidelines as follows:i. You are PROHIBITED from posting your affiliate links on our Facebook, Instagram, Twitter, or other social media pages.ii. You are PROHIBITED from running any social media ads using viagogo’s name or logos, including but not limited to any abbreviations or misspellings.iii. You are PROHIBITED from creating any social media account that includes viagogo’s name or logo, including but not limited to any abbreviations or misspellings, in the page name and/or username. 7. DISCLOSURE REQUIREMENTSa. You must include a disclosure statement within any and all webpages, blogs, or social media posts where the link for our Program is posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement.i. Disclosures must be made at the beginning of the claims and may not appear solely in a “Terms of Use”, “Legal”, “About Us” or other linked page.ii. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. disclosure should be visible before the jump).iii. Pop-up, hover state and button disclosures are prohibited.iv. Disclosures apply to all social media platforms, even when space is restricted (e.g.,tweets)v. Disclosures should be made in the same medium as the claim (e.g. video, text). 8. SUB-AFFILIATE NETWORKS. Promoting viagogo through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. All of your sub-affiliates promoting the Program must adhere to our Program Terms. 9. TRADEMARKS LICENSE AND RESTRICTIONS. Subject to the limitations set forth in these Program Terms and such written guidelines that may be periodically provided by us to you, during the Term, we grant you a non-exclusive, royalty-free, worldwide, revocable, non-transferable, non- sublicensable, non-assignable license to use our name, logo, trademarks and service marks (the  “viagogo Marks,”) to the extent necessary to enable you to perform under the Program. You shall not use the viagogo Marks for any other purpose without the prior written consent of viagogo (which consent may be withheld in viagogo’s sole discretion). Title to and ownership of the viagogo Marks shall remain with viagogo. You shall not take any action inconsistent with viagogo’s ownership of the viagogo Marks. Any benefits accruing from the use of the viagogo Marks shall automatically vest in viagogo. 10. Confidential Information. At all times during the Affilaite Program and thereafter, you agree to hold our Confidential Information in strict confidence and agree not to disclose to any third parties or use any such Confidential Information. “Confidential Information” means any and all confidential and/or proprietary knowledge, data, or information of viagogo including, without limitation, (a) trade secrets, financials, drawings, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (b) information regarding plans for research, development, new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customers or distribution arrangements; (c) any information regarding the skills and compensation of employees, consultants, agents, and/or independent contractors of viagogo; (d) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of viagogo; and (e) the existence of any business discussions, negotiations or agreements between the parties.Your obligations set forth in this Section 10 shall not apply with respect to any portion of the Confidential Information that you can document by competent proof that such portion: (a) was in the public domain at the time it was communicated to you by us; (b) entered the public domain through no fault of you, subsequent to the time it was communicated to you by us; (c) is generally known in our trade or industry, and was not gained by breach of this of these Program Terms; or (d) was developed by your employees or agents independently of and without reference to any information communicated to you by us. In addition, you may disclose our Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law so long as you inform us of such court order immediately. All Confidential Information furnished to you by us is our sole and exclusive property. Upon termination of  your use of the Program, you will destroy viagogo’s Confidential Information (including all copies) and you will certify its destruction to viagogo. 11. TERM & TERMINATION.a. Term. The term of this agreement shall begin when you are accepted to the Programand will apply for as long as you participate in the Program.b. Termination. Either party may terminate your participation in the Program  for any reason whatsoever (or for no reason at all) upon 3 days written notice. Further, in the event that you have committed any  breach of any of the Program Terms we may terminate your participation in the Program or suspend your account with immediate effectc. Post Termination. Upon termination for any reason whatsover, we will deactivate all accounts that are linked to you. For termination for any reason whatsover (or for no reason at all) other then a breach of the Program Terms, we will pay any outstanding amounts due up to the date of termination within 45 days after the events have occurred and you will pay us any outstanding balance within 10 days of the termination date. For a suspension of your account  or termination for breach of our Program Terms, your current and past commission accrued but not yet paid will be voided. Upontermination, you will immediately discontinue all use of the viagogo Marks. Provisions of this Agreement that by their nature and context are intended to survive the termination of these Program Terms (e.g. audit, confidentiality, indemnification, limitation of liability, misc., etc.), shall survive the termination of these Program Terms to the extent that and as long as is necessary to preserve a party’s rights under this agreement that accrued prior to termination. c. Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, WE MAKE NO OTHER REPRESENTATION OR WARRANTY, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.   13. INDEMNIFICATION. You shall defend, indemnify and hold harmless viagogo and their respective officers, directors, consultants, employees, corporate affiliates, subsidiaries, agents, and subcontractors (collectively, the “Indemnified Party”) against all claims, liabilities and expenses claimed or incurred by an Indemnified Party as a result of any third party claim, loss, cause of actions (including attorney fees and costs) (collectively, “Claims”) directly or indirectly arising from or related to your or your contractors’, subcontractors’, employees’ or agents’ (collectively, “Representatives”), (i) breach or alleged breach of these Program Terms, (ii) violation of any applicable law, rule or regulations; (iii) acts or omissions by you or your Representatives participation in the Program; (iv) any claim that the Indemnified Party is obligated to pay tax obligations in connection with payment made to you, (v) any violation or alleged violation of any rights of a third party’s intellectual property rights, and (vi) claims arising in connection with any goods or services you or your Agents make available to any person.   14. LIMITATION OF LIABILITY. ANY OBLIGATION OR LIABILITY OF VIAGOGO UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID TO YOU UNDER THIS AGREEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST VIAGOGO PURSUANT, OR IN ANY WAY RELATED, TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT VIAGOGO SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.  15. FORCE MAJEURE. viagogo shall not be in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, substantial snowstorm, epidemic, pandemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, terrorism, cyber-terrorism, embargo, war, act of God, natural disaster, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default by viagogo hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause not under viagogo’s control. 16. MISCELLANEOUS a. Choice of Law/Attorneys’ Fees. Any claim, dispute, or matter arising under or in connection with this Program and the Program Terms shall be governed by the laws of the State of California. The exclusive forum for any actions related to the Program and these Program Terms shall be in the state courts and, to the extent that federal courts have exclusive jurisdiction, in San Francisco, California. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. You expressly waive and withdraw your rights under any law or statute conferring jurisdiction on the basis of nationality to courts other than the ones expressly designated above.   b. Arbitration If you reside in the United States or Canada, you agree that except where prohibited by law, any and all disputes or claims that have arisen or may arise between you and viagogo relating in any way to or arising out of this or previous versions of the Program Terms (including this agreement to Arbitrate, as the term is defined below) or the breach or validity thereof, your participation in the Program shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules (“Rules”). This Agreement to Arbitrate is intended to be broadly interpreted.   c. Amendment. viagogo may amend these Program Terms by posting the amended terms on the Program website. viagogo will attempt to notify you of material changes to the Program Terms by emailing you at your registered email address or otherwise notifying you via the Program website. All amended terms shall become effective once they are published on the Program website and your continued participation in the Program. viagogo may establish from time to time rules and regulations for the Program as published on the Program website or in the Program and incorporated herein.   d. Assignment. You may not assign this agreement without viagogo’s prior written approval. viagogo may assign, sub-contract or otherwise transfer any of its rights or obligations under the Program Terms at any time.   e. Notices. All notices must be in writing. Notices will be deemed given: (1) if delivered in person, upon receipt; (2) if delivered by registered mail, return receipt requested, or by an internationally recognized express mail carrier, upon delivery; or (3) if delivered by email, upon delivery. Notice may only be sent to viagogo by registered mail to StubHub, Inc., Attn: Legal Dept.,1209 Orange Street, Wilmington, Delaware 19801. viagogo under no circumstances will accept notices via email. . Notices may be sent to you via any of the methods described above according to the information provided by you in your account.f. Severability/No Waiver. If any provision of these Program Terms  are held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of these Program Terms  shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in these Program Terms. The waiver of any breach of any provision under these Program Terms by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. g. Entire Agreement. These Program Terms, in each case incorporated herein by reference, is the entire agreement between the parties pertaining to its subject matter and supersedes all prior written or oral agreements (including prior versions of these Program Terms and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter.