HomeMy WebLinkAbout482514 VISIONONE INC - CONTRACT - AGREEMENT MISC - VISIONONE INCrShoWare
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SHOWARETm SOFTWARE USER AGREEMENT
This Agreement is made as of February 10, 2011 by and between Lincoln Center of Fort Collins ("User") and
VislonOne, Inc. a California Corporation ("ShoWareTM?.with respect to the following recitals of fact:
This Agreement, together with the Proposal between User and ShoWareTm dated February 10, 2011 including the
Investment Summary section thereof, to which this Agreement is refers (the "Proposal"), described thereon are made
a part hereof by this reference, and sets forth the terms and conditions under which ShoWare m shall provide services
to User.
VisionOne is the developer and owner'of the ShoWareTm Software solution, which includes a combination of various
computer software modules and electronic or "on-line" documentation and reference materials (collectively, the
"ShoWare m Software")
The ShoWareTM Software is a complete box office ticketing solution which provides for total in-tlouse management of
event schedules, advanced'bookings, reserve seating, ticket sales, report generation,and other business functions
associated with ticket sales.
User is engaged in, among other things, the sale of tickets to various sporting,:. entertainment and educational events
(the "Events"). User wishes to acquire a non-exclusive license to use the ShoWareT14 Software and acquire certain
other services from.ShoWare m related to the sale of Events tickets as herein provided....; .: :
The Parties hereby agree as follows:
1. AGENCY: User hereby appoints ShoWare m to be its exclusive; agent .for the sale of tickets to Events
('Tickets") from; User's box office and/or on-line, both througareTm'Software, on the terms set forth
in this Agreement.
2. TERM: The initial term of this Agreement shall be for three (3j years, which term shall automatically renew for
successive one year terms unless either party shall give the other.at least 30 days written notice of non -renewal prior
to the end of the existing term. ShoWareTm reserves the -right: to adjust. the Fee Structure according to the National
CPI..(CPI-U, US City Average, All Items) found on httrr//www bls,aov/coi during the term of this agreement and
any. renewals. ShoWareTm:ggrees to maintain fees;as descnbed in Exhibit B for the initial 3 year term of the
agreement
3;>:< LICENSE:. In consideration of payment of the License Fee as described in Section 8, and in further
consideration of Use['s agreement:#o`abide by:the..terms and conditions of this Agreement, ShoWareTM hereby grants
to User, and User hereby accepts, a non-exclusive, non -transferable and non -assignable license to use the
ShoWareTM.Software (the "License");.only in accordance with the terms and conditions of this Agreement, including
any Exhibits attached. hereto: User shall not have the right to grant sublicenses under the License.
4. OWNERSHIV6nd HOSTING OF.SHOWARE— SOFTWARE: The ShoWare m Software is licensed, not sold. By virtue
of this.Agreeirlent, User a.8qulres only the right to use the ShoWareTM Software and any copies User is permitted to
make hereby.,'Userdoes not acquire any right of ownership or title in the ShoWareTm Software.
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In Witness whereof, the parties have executed this Agreement to:be effective for all purposes as of the date first"`_ I F
hereinabove written.
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"ShoWareTM" "User"
VisionOne, Inc., a California Corporation Aincoln Center of Fort Collins
6781 North Palm, Suite 120 417 West Magnolia
resno, C 9 4 s J Fort Collins, CO. 80521
By: L l
Authorized Signer
Printed Name: Bruno Boehi ,.
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All rights, title and interest in and to the ShoWareTM Software, including without limitation all copyrights (whether
pursuant to domestic law or international treaty), patent rights, and trade secret rights, shall be and remain in
ShoWareTM or its licensors. User agrees to take such actions.necessary to create, enforce, maintain or defend
ShoWareTM 's and/or its licensors' exclusive rights in the ShoWareTM Software as set forth in this Section 3. The
ShoWareTM Software is protected by federal copyright law, as well as other laws, regulations and treaties regarding
intellectual property rights. User acknowledges that certain third party software programs are integrated-wjth the
ShoWareTM Software ('Third Party Software") and: may be subject to electronic clickwrap licenses ('Third Party.:.
Agreements"). User agrees that it will not access `or use the Third Party Software unless it has accepted the Third;Party
Agreement in accordance with the procedures required by such third party.
ShoWareTM will host the ShoWareTM Software for User on one or more of the ShoWareTM servers. Anticipated,ticket
sales will determine if solution is hosted'on a non-exclusive application service provider basis or if ShoWare'rm will
recommend or User requests a dedicated server. Should User require a dedicated server, there,:may be hardware
costs associated with the acquisition of the appropriate hardware and those costs will be paid.by the. User.
ShoWareTM will allocate sufficient bandwidth in its discretion to optimize the application. ShoWare`rm, agrees to take
commercially reasonable steps to cause User's ShoWareTM Software solution to be available to User's Customers on
the Internet approximately ninety-nine percent (99%) of the time during the term of this Agreement and to provide
back-up on a regular basis in accordance with normal and customary ShoWareTM procedures. Subject to the
bandwidth allocation ShoWareTM agrees to use commercially reasonable efforts, -to ensure reasonable response times
for User's Customers accessing User's ShoWareTM Software solution.
S. USE RESTRICTIONS: User may not transfer, sell, assign, rent, lease, or otherwisedispose of the ShoWareTM
Software on a temporary or permanent basis without the prior express written consentof ShoWareTM. User may not
re -identify or render unidentifiable the ShoWareTM Software for any reason... -User. shall not remove, deface or destroy
any copyright, patent notice, trademark, service mark, other proprietary markings or` -confidential legends placed on
or within the.:ShoWarem Software. User shall notify all users of.the.:ShoWareTM Software of the terms and conditions of
this Agreement.
6. -OPTIONAL ADDITIONAL SERVICES: By initialing where indicated in Exhibit A, User agrees to engage
ShoWareTM to.provide the additional agreed upon services
7. EDITORIAL & ACCESS CONTROL:The "services provided'under this Agreement shall only be used for lawful
purposes Unless User electsJoi engage ShoWareTM; to provide content management as provided in Exhibit A, User
shall have access through the Intemef to the ShoWareTM Software and shall be responsible for maintaining all content
thereon includirn all relevant information conceming. upcoming Events, schedules, descriptions, Ticket availability
and pricing. ShoWareTM'shall have no responsibility forany such content or the accuracy or timeliness thereof and
User agrees to indemnify, defend qnd hold ShoWareTM and its officers, directors, shareholders, agents, and
employees Harmless from and agq!nst.any and all claims, damages, losses, costs, liabilities of obligations arising from
"ttributable to. the User's'content; including without limitation, text, audio, video, and graphics.
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B. FEES: ShoWore7m shall waive the onetime license and set up fee as set forth in the -Fee Schedule attached
hereto as Exhibit B. In addition, User will pay to ShoWareTm, by. its retention from Tickets sales revenue as provided:
below, a per Ticket charge (the "Ticket Fee"), in the amount -set' forth on Exhibit B. ShoWareTM agrees to maintairtfees
as described in Exhibit B for the initial 3 year term of the agreement User agrees to pay ShoWareTm the Minimum::
Annual Ticket Fee as described in Exhibit B regardless of the number of rickets sold through the ShoWareT, ',-Software.
If the total Ticket Fees in any year of this Agreement is less than the Minimum Annual Ticket Fee applicableto such
year as provided on Exhibit B, then User will pay tle,amount by which the Minimum Annual Ticket Fee exceeds;the
total Ticket Fees received by ShoWare m within fifteen (15► days of delivery of an invoice for such amount by
ShoWareTm.
ShoWareT"° reserves the right to re-evaluate the pricing structure at the end of the initial term and egch`successive
renewal year thereafter. Upon review, in the sole determination of ShoWare m, pricing may be changed and User will
receive a written notice at least 30 days prior to the agreement renewal and subsequent change in; fee_ structure.
9. HANDLING FEES: If ShoWareTm has been engaged to provide Fulfillment Services, Sho,Ware.7 shall be entitled
to charge User a Handling Fee as provided in Exhibit B.
10. BILLING and PAYMENT: ShoWare' "' will invoice User by the fifteenth day of each.month:l.or the Ticket Fees
attributable to the immediately preceding month. At the end of each twelve month_ .period, during the term of this
agreement ShoWare7.M will invoice User for any unpaid Minimum Annual Ticket Fee. If ShoWareTM' is entitled to a
Handling Fee and or postage and delivery expense reimbursement; it will invoice'Userfor those fees and charges
monthly as well. AlLinvoices will be due and payable within fifteen (15) days of their:date. ShoWareTM shall have the
right to charge Interest on past due amounts at the rate of one and one-half percent (1:1%s%) per month until paid.
All payments will be; in U.S. Dollars, payable to ShoWareTm by VisionOne, Inc:, 6781 North Palm, Suite 120
Fresno, CA 93704
User's failureto make such payments in full when due shall be dmaterial default under this Agreement and
ShoWareTm Shall have all remedies available at law or in;.equ1 y,;including without limitation, suspending all future
services under this Agreement and/or render the Showa176 "'Software inoperable until such default is cured, a
payment plan is structured, or in the alternative to terminate this. Agreement.
11.. TAXES: All applicable sales, excise, use or other.tax or.assessment ("Taxes"), relating to User's sale of
Tickets ShoWareTm Software shall be cbllected by User.asa portion of the price of the Ticket. User shall be
responsible for filling all required returns and reports and remitting all such taxes to the appropriate taxing agency
A the time required by Iaw..ShoWareTM,shall have.no:responsibility for the payment of any taxes and User hereby
Indemnifies, defends and. holds ShoWareTm, its officer, directors, shareholders, employees and agents harmless from
qnd against any and all such taxes, or assessments.that may become due in connection with the sale of Tickets by
User through:. the ShoWareTM! Software and any and all penalties, late charges, interest, fines or other costs or charges
associated therewith.
12.: CANCELLATIONS;: CHARGEBACKS, REFUNDS and EXCHANGES: If an Event is cancelled or closed after rickets
have been sold User.agrees to assume all responsibilities with regard to refunds, exchanges, and/or resolution of
Customer inquiries, or. issues. Customers who contact ShoWareTI" regarding Event cancellations shall be directed to
contacfiUser;In the;event:of:any: cancellation, ShoWare m shall nevertheless be entitled to keep the Ticket Fee
attributable to.,pll Tickets sold for the cancelled Event through ShoWareTM Software notwithstanding such
cancellatioriaridany return of the Ticket price to Customers by User, as though no cancellation or closing
had occurred:
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ShoWare m and User agree to inform Customers of this refund policy. User agrees to pay all credit card charge,
backs for any unrecovered sum of all Tickets sold through the ShoWareTM^ Software which sales resulted in a credit
card chargeback.
13. SETTLEMENT: User shall be responsible for maintaining its own merchant account and will remit payments to
which ShoWareTm is due within fifteen (15) days of receipt of a monthly invoice from ShoWareTM.
14. ACCOUNT MINIMUMS: Account minimums equate to a minimum amount of revenue generated#rom:the
sale of Tickets through the ShoWareTM Software, :ticketing system and paid by the User to ShoWare m per yeah:, lf:
minimum ticket sales have been set (see.Exhibit B, Pricing Provisions), the fees generated from ticket sales:vv'' gffset
the revenue minimums. Any shortfall In ticket sales from the stated minimum will result in an invoice to;the User'at
year end. Account minimums become effective 30 (thirty) days after proposal signing or after sale of ffrst:Tcket
(which ever happens first) as stated, in'the proposal. Failure to bring an account to an activestatus._due•to'delays by
the User does not eliminate the start of account minimums. ;.
1,5. INACTIVE ACCOUNTS: If User that fails to start selling Tickets within 180 (one hundred. eighty.).days of proposal
signing the account is considered Inactive unless prior arrangements have been made. Any accounf that has sold
Tickets and then fails to sell Tckets for a period of 90 (ninety) consecutive days will be considered: Inactive unless prior
arrangements have been made. (ShoWareTm recognizes and will take into account;ft a'tsome Users are seasonal)
Inactive accounts will be.contacted to assist in rectifying Inactive status. Non -responsive accounts maybe
suspended and billed for the agreed upon annual minimums at the discretion of ShoWOWM
16. PCI COMPLIANCE: ShoWare is in full compliance with PCI-DSS. Since Sh6
War6T1d is a SaaS (Software as a
Service) Solution, it.cannot control the enforcement of PCI Standards at User's Location such as the Box-office, Call
Center or any other Location that connects to the ShoWare m System: The User is responsible to keep its environment
PCI compliant.
17. Event Ticket Protector: Event Ticket Protector is insurance to protect fans' ticket purchases against unforeseen
medical, travel and other circumstances that cause fan s`to cancei their entertainment plans. ShoWareTM will provide
a link on the User's ticketing site for Event Ticket Protector offeredthrough third party provider World Access Service
Corp., d%b/aiMondial Assistance. This service is not;a requiremenf'forrticket..purchase.
18.. REPRESENTATIONS and WARRANTIES: User hereby represents and warrants to ShoWare m as follows:
18.1: This Agreement has been. duly, authorized,; executed, and delivered by User and constitutes the
valid, legal, and binding agreement of User, enforceable in accordance with its terms.
�F{ . 18.2' The entering into and erformance of this Agreement will not result in an breach of, or constitute a
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default under, any othecagreement to which User is a party, including, without limitation, any
agreement for the sale or other disposition of Tickets for an Event.
18.3. User shall save, defend; indemnify, and hold harmless ShoWareTm from all claims, loses,
damages, actions,;causes of action, liabilities, costs and expenses of any kind, including attomey's
fees, a6sing;from ariy actual or claimed breach by User of any and all of User's obligations under
this Agreement or under applicable law.
18.4K _ User warrants that it conducts its operations in a nondiscriminatory manner in compliance with
applicable Federal and State legal requirements and specifically, but without
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limitation, that it shall comply with all applicable use, occupancy, safety and fire code restrictions
and regulations. User agrees to indemnity and hold ShoWareTm free and harmless from any loss,
claim, cause of action or
damage which may occur as a result. of;any claim of violation of any such Federal and/orStdte,
requirement and which results in a claim asserted against ShoWare m by virtue of the ShoW' breyll
exclusive agency as granted herein, or any other provisions of this Agreement.
19. MISCELLANEOUS:
19.1. Amendments: This Agreement shall not be changed, modified or amended inany`r'espect''
without the mutual:`consent of the parties hereto, which consent shall be evidenced bq a written
amendment to this' Agreement executed by the parties.
19.2. AQalicable Law: The Agreement shall be governed by the laws of the.Stdte;of..Colorado without
regard to .conflicts of law principles. Any action or proceeding instituted by either Party against the
other with respect to any matters arising out of or related to the Agreement shall be brought either in
the Superior Court of the State of Colorado. Promoter hereby consents to theipersonal jurisdiction of
these courts for the purposes of any litigation commenced in suchcourts with respect to any
mafters:drising out of or related to the Agreement, and Use(hereb`y_waives any rights it may
otherwise have, by virtue of User's domicile or otherwise, to request: achange of venue from such
court.
19.3. Binding Effect: The Terms, condition, provisions and:undertakings contained in the Agreement shall
be binding upon the inure to the benefit of each of the parties and their respective successors and
assigns. Notwithstanding the foregoing, User. shall: not. assign this Agreement without the prior written
approval of ShoWareTIO.
19.4. Confidentiality: User and ShoWdreTm agree thaf,the terms of this Agreement shall be
maintained by the parties on a confidential basis, and shall not be disclosed to any third party
without ShoWareTm or.User's pridr:Written'approval.
19 5. Default.• If either party aefaults.in:the performance of any covenants or agreements contained
herein and such default continues fora period of fifteen (15) days after written notice of default has
been given -to the, defaulting party, thenon party shall have all the remedies available at
law or inequity and in addition may terrriinate this Agreement immediately upon notice to the
defaulting party Without limitingthe generality of the foregoing, if User is the party in default,
ShoWare"" may.. (i) suspend the sale of Tickets for Events through the ShoWareTM System; (ii)
terminate the Agreement; and:(ili) enter the Facility and/or Offices to repossess and remove any
software'dnd all;supplles and other materials that were furnished by ShoWareTm to User.
Disclaimers; Llmltaffonsef Liability and Indemnity: Except for the express warranties set forth in this
User Agreement, ShoWareTm disclaims all representations and warranties, express or implied,
Including also,any implied warranties of merchantability and fitness for a particular purpose. In the
event of -'any breach of this Agreement by ShoWareTM, Users claim against ShoWareTM shall be no
greater than the proven financial loss sustained by User as a result of any such breach, but in no
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event will ShoWareTM be liable to User or any other person or entity for any indirect, consequential,
exemplary, incidental, special or punitive damages, including but not limited to loss of profits; _,even if
ShoWare""' has been advised of the possibility of such damages. The ShoWareTM liability for`errors
relating to data input by ShoWareTM shall be limited to correction of the erroneous data wit�irt,a '
reasonable time after corrected data'hbS been provided by User.
User agrees to indemnify, defend;,and hold ShoWare""' and its officers, directors, shareh9lde[5;;,.<
agents, and employees harmlessifrom and against any and all claims, damages, lossesii!* 6
liabilities of obligations arising from or attributable to User's use of the ShoWareTM Software or,User's
content, including without limitation, colors, text and graphics.
19.7. Force Maleure: Neither.iparty shall be liable to the other for damages in the eventof.dnyloss,
damage, claim, delay or default arising by reason of Acts of God, storm, fire; fiood; eattt quake,
labor disturbance (including strikes, boycotts, lockouts, etc.), war or terronsm,;clvil com0notion,
intentional torts of: others, criminal activity of others, shortages or unavgilabirityof,labor,"present or
future governmental law, ordinance, rule, or regulation, technical failure: of the ShoWareTM System,
disruption of postal, banking, electrical, telephone or other utility service,.or:other cause beyond the
control of the party sought to be charged.
19.8. No Sales Guarantees by ShoWareTM: It is understood that ShoWareTM does not guarantee (i) that
any minimum or fixed number of Tickets will be sold through the Ticket system (ii) that short term
interruptions of service will not occur during the term hereof, or (iii).that each person processing
Ticket orders will be fully familiar with each or all of the (Events .
19.9,; Notices: Any notice required or permitted to be given by the provisions hereof shall be
conclusively deemed to have been received. by a party hereto on the day it is delivered to such
party at the address indicated under such parfy's Signature below (or at such other address as
such party shall specify to the other party.in:ting), or, if sent by registered or certified mail, on the
' third business day on which it is marled tosuch party at said address. Unless specifically stated to
the contrary herein, all notices required under this{Agreement must be in writing.
..19.1,0.. Promotion: It is understood that,ShoWareT"':does:not guarantee to create or undertake any specific
advertising or promotions, nor does ShoWareTM guarantee any specific distribution or dissemination
of. User.s:.rnatenals ,or promotional matters:
19.11. Backdiound Check: ShoWareTM reserves the'dght to verify the existence of the User and business
status with a records search to determine the name of record, legal status of the User, date of
�i registration Land generalbackground of the User. Information may be obtained by any 3rd party
service: provider, the Secretary of State, or any official registrar of the area pertaining to any User
that applies to do business with ShoWareTM.
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19.12. Arbltratlonr Except`for the right of ShoWareTM to bring suit on an open account for any
payments due ShoWareTM under the Agreement, and notwithstanding any other provision of the
Agreement:any controversy or claim arising out of, or relating to the Agreement, or the making,
performance, or interpretation of the Agreement, shall be settled by arbitration in Denver, Colorado
under the commercial arbitration rules of the American Arbitration Association then existing, and
judgment on the arbitration award may be entered in any court having jurisdiction over the subject
matter of the controversy. Arbitration shall be conducted by a single arbitrator
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who shall, insofar as is possible, have a background or training in computer law, computer science,
and marketing of computer related products and services.
19.13. Attorneys' Fees: If either Party commences any action or proceeding (including arbitration) to
enforce the Agreement or any right arising under the Agreement, the prevailing Party shall be'..:
entitled to recover from the other Party the actual attorneys' fees, costs and expenses (and all
related fees, costs and expenses) incurred by it in connection with such action or proceeding and in
connection with the enforcement of any judgment thereby obtained.
19.14. Entire Agreement: The Agreement, and any and all exhibits, attachments, addenda,and;
schedules attached thereto or exchanged therewith, constitute the complete and exclusive
statement of the agreement between the parties with respect to the subject matter thereof, and
supersede all wntten; oral contracts, and other communications between the::parttes relating
to that subject matter. In the event of any conflict between the Agreement and theterprls or
conditions of.any invoice or similar document, the terms and conditions of the Agreement shall
control. ...: -
19.15. Counterparts: The Agreement may be executed in one or more counterparts;. each of which shall
be deemed an original and all of which shall be taken together and dedr'ned to be one instrument.
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'The COM010te Box Office Solution
EXHIBIT A-:
Optional Additional Services and Vsieir Agreement Pricing Provisions
By initialing where indicated below, User agrees to engage ShoWareTM to provide the additional
agreed upon services:
_N/A Website Development Services: User agrees to engage ShoWoreTm to develop an Jnternet
Web site and to enter into the Development Agreement in the form attached hereto.
_N/A Fulfillment•. User agrees to engage ShoWareTM to act as Fulfillment Agent to deliver.Tickets to
Customers who purchase Tickets through ShoWareTM Software pursuant on the terms and subject to
the conditions and for the fee set forth in Exhibit B.
_N/A Call Center. Charge by Phone: User agrees to use the ShoWareTM Ca11:Centerand Charge By
Phone services to provide information, help desk services for the ShoWareTm Software and for phone
Ticket sales for Events on the terms and subject to the Conditions set forth in Exhibit B.
_N/A Content Management: User agrees to engage ShoWare m to provide content management for its
Website for the fee set forth on Exhibit B. User shall provide ShbW. areTM content for its ShoWareT"^
Software Website at least Ten (10) business days before User desires such'content to be available to
the public on User's Website. ShoWoreTm shall be responsible for loading such content onto the
Website, but shall have no responsibility for the accuracy, timeliness or authenticity of any content
provided by User.
LA.SubscrlpHon Packages: Complete FxedSubscription Module with ability to create unlimited Fixed
Season Packages, Mini Plans and SenesG3 :;
�SholWareT'4 Access Control: User agrees to engage ShoWareTm to implement ShoWareTm Access
Control (SWAC) for the purpose of scanning tickets and offering Print@Home to their patrons. The
scanner is WiFi enabled and Client must, provide access to a wireless network. ShoWare m approved
hardware is required for this option
ShoWareT"" Social `Media Connect User°ogrees to engage ShoWare m to implement ShoWareTm
Social Media Connect for the purpose. of selling tickets on users Facebook fan page. User
understands that riot all functions and features of the ShoWareTM ticketing software will function
within the Facebook environment.
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The Co►nolote Box Office Solution
EXHIBIT B - USER AGREEMENT PRICING PROVISIONS
Pursuant to the terms and conditions of the User Agreement, this Exhibit B, Pricing Provisions is incorporated into and
made a part hereof:
Hardware:
X Shared Server
Bandwidth:
X Shared Bandwidth of 45Mbit: subject to change
Client URL: TDB
Software:
One-time license fee:
Set-up processing fee:
Online/Call center/Outlet per ticket fee:
Box office fee:
Minimum annual online tickets sold
Minimum annual offline tickets sold
Opflonal Services:
Per order fulfillment fee:
Call center/Charge by phone fee:
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