onecle

Business Contracts

Consumer Forms

Projects

Friends

Loading

printer-friendly

Sample Business Contracts

Services Forms

Sponsored Links

                            CHANNEL PARTNER AGREEMENT
                            -------------------------

THIS CHANNEL PARTNER AGREEMENT ("AGREEMENT") is made as of the 20th day of April
1999 by and between Sitematic Corporation, a California corporation located at
10350 Science Center Drive, Suite 140, San Diego, California 92121 ("Sitematic")
and Tickets.com, Inc., a Delaware Corporation, having its principal place of
business at 4061 Glencoe Avenue, Marina Del Rey, CA 90292 ("Partner").

WHEREAS, Partner is a purveyor of tickets and information about tickets
("Partner's Service") which operates a Web site located at www.tickets.com
("Partner's Site); and

WHEREAS, Sitematic is a provider of services that permit endusers to create
high-impact, customized Internet websites ("Sitematic Service"), and operates a
Web site currently located at www. Sitematic.com ("Sitematic Site"); and

WHEREAS, Partner desires to engage Sitematic to host a Web site publishing and
hosting solution through which Partner subscribers can have direct access to
customized version of Sitematic Site ("Custom Site"), which customized version
shall be updated together with any updates in the Systematic Site, and shall be
consistent with the "look and feel" of the Sitematic Site, and Sitematic desires
to host such a Custom Site, all subject to the terms, conditions and
restrictions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:

1. TERM. The term of this Agreement will commence on the date of this Agreement
and, unless earlier terminated as provided herein, will continue for a period of
one (1) year, at which time the term of this Agreement will automatically renew
for successive periods of one year, unless either party notifies the other in
writing at least thirty (30) days prior to the expiration of the then-current
term of its desire not to renew the Agreement.

2. CUSTOM WEB SITE.

a. CONTENTS/DELIVERY DATE. The Custom Site shall contain a version of the
Sitematic Site customized for use within the Partner Site, developed and
maintained in accordance with the guidelines set forth below. Sitematic will
complete development of, and provide to Partner for testing, the Custom Site on
or before May 31, 1999.

b. DESIGN/RESTRICTIONS. The parties acknowledge and agree that Sitematic shall
customize the Custom Site to conform to the "look and feel" of the Sitematic
Site and the Sitematic service, except as described in Exhibit A below,
provided, however, that Partner acknowledges and agrees that it may not publish
or otherwise require Sitematic to publish anything on the Custom Site which is
offensive, objectionable, or otherwise detrimental to the reasonable business
interests of Sitematic. Similarly, Sitematic may not publisher otherwise require
Partner to publish anything on the Custom Site, or elsewhere, which is
offensive, objectionable, or otherwise detrimental to the reasonable business
interests of Partner.

c. HOSTING. Sitematic shall install, maintain, and host the Custom Site on its
own servers, and systems, at its own expense.

d. TESTING. All pages to be included in the Custom shall be reviewed, and
approved by Partner before they appear live on the Custom Site.

e. UPGRADES/CHANGES. Sitematic will periodically perform maintenance on and
upgrades to both all its software code and network infrastructure. This
maintenance/release schedule and associated procedures shall be determined by
Sitematic at its sole discretion. In some instances, Sitematic may at its sole
discretion define a specific service change as "significant". In the event of a
"significant" service change, Sitematic will make reasonable efforts to notify
Partner prior to change, and ensure that Sitematic's Service hereunder is not
materially disrupted.

Upgrades to the service or to the Custom Site which have new fees associated
with them will be discussed in good faith if these enhanced services should be
included in a future release and under what terms.

Expenses for Partner requested changes, custom development, or alterations to
any part of the Custom Site will be borne by Partner; fees and schedule will be
mutually agreed before project commencement.

f. CUSTOMER AND TECHNICAL SUPPORT. Sitematic will provide all customer and
technical support for the Custom Site. Standard hours of operation shall be
Monday through Friday (excluding holidays) from 8am to 5pm PST. Customer support
shall be conducted via email and phone support in the same manner Sitematic
provides service for its direct customers. The parties will work together in
good faith to develop procedures for transfers between customer service
personnel and other policies and practices aimed at service personnel and other
policies and practices aimed at providing high quality customer services to
end-users. Sitematic will have a dedicated customer support phone line
represented as Tickets.com/Sitematic.

When Sitematic makes the Event Form (as defined in Exhibit A) available for use
by venue customers, Sitematic will be responsible for all active sites being
`upgraded' to new event form. Sitematic has the right to use direct email to
request the venue customer upgrades the web site themselves, but for upgrades
not made within 30 days of availability. Sitematic will be responsible for edits
to new Event Form.

g. TELESALES CAMPAIGN. Sitematic will initiate an outbound telesales campaign
into a Partner-supplied list of venues for the purpose of selling them a
co-branded website as described in Exhibit C. The costs of the telesales
campaign will be shared among the parties as described in Exhibit C. The parties
agree to evaluate the telesales campaign no later than three (3) months after
its start in order to review progress, and assess performance.

h. EXCLUSIVITY. In recognition of the investments and efforts of Sitematic under
this Agreement, Partner agrees not to engage with any other company for the
creation of venue websites or promotion of venue websites services to its
customer base or its potential customer base, or to do such initiative
internally, during the term of agreement, without the prior written consent of
Sitemmatic, which consent may be withheld in its sole discretion.

3. PRICING AND BILLING.

a. TERMS TO PARTNER SERVICE SUBSCRIBERS. On the Custom Site, Partner Service
subscribers will be offered the opportunity to

<PAGE>   2

purchase the Sitematic services listed in Exhibit A, and any other products or
services upon which the parties may mutually agree to in writing. The parties
agree that Partner retains the right to approve or reject any products and/or
services which Sitematic proposes to include on the Custom Site prior to their
appearing on the Custom Site.

b. BILLING. Sitematic will directly bill Partner Service subscribers for any
purchase of Sitematic products or services, using commercially reasonable
billing methods, provided that any methodology shall reflect the payee as
Sitematic/Tickets.com. Sitematic acknowledges and agrees that Partner shall
have no liability whatsoever for any fee or charge incurred by any Partner
Service subscriber.

5. PROMOTIONAL/MARKETING ACTIVITES.

a. PRESS RELEASES. The parties agree to an announcement and/or a press release
   related to this Agreement with Sitematic within thirty (30) days after
   execution of Agreement. Any such press release must first be submitted for
   the other party's consent, which consent shall not be unreasonably withheld
   or delayed. Any other or subsequent publicity related to the Sitematic and
   Partner relationship must be approved in writing by both parties prior to
   release.

b. MARKETING REPORTS. Sitematic agrees to periodically provide reports (no less
   than once each month) to Partner that indicate information concerning, among
   other things, usage of the Custom Site by venue customers (usage defined as
   log-ons) including aggregate information detailing sale of Sitematic products
   and/or services.

6. COMMISSIONS.

   a. PAYMENT AND REPORTING OF SALES COMMISSION. During the term of this
Agreement, Sitematic shall pay Partner a sales commission ("Sales Commission")
on the user subscription revenue Sitematic collects from each end user who
successfully subscribes to the Sitematic Custom Service and is electronically
traced by Sitematic's tracking system back to Partner via reference to Partner's
Sitematic -assigned Partner Identification Number (PIN) code or other identifier
by Sitematic ("Eligible Accounts"), Partner must cause its unique identifier to
be electronically submitted simultaneously with the potential order for accounts
to be considered Eligible Accounts. Sitematic shall pay Partner a sales
commission on the user subscription revenue Sitematic collects from
Sitematic/Tickets.com telesales efforts. Sales Commissions due shall be
calculated on a calendar month basis by multiplying the funds collected by
Sitematic on eligible Accounts from the first day of the month through the last
day of the month by the percentages indicated in Exhibit B.

Sitematic reserves the right to deny Sales Commissions on orders for use of the
Sitematic Service by Partner and its agents and employees. OTHER THAN EXPRESSLY
PROVIDED FOR HEREIN, NO ORDERS OR OTHER TRANSACTIONS SHALL QUALIFY FOR SALES
COMMISSIONS.

   b. PAYMENT OF SALES COMMISSION. Except as otherwise provided herein, Sales
Commissions payable to Partner shall be paid by Sitematic check (in United
States Dollars), and mailed to Partner no later than forty-five (45) days after
the last day of each calendar month during which funds generating Sales
Commissions were collected by Sitematic. Partner acknowledges and agrees that
Sitematic's liability for payment of Sales Commissions arises from and relates
solely to, funds collected by Sitematic. Sitematic shall have no liability
whatsoever to Partner for Sales Commissions arising from or relating to any
orders for which the licensee has not paid Sitematic. Partner acknowledges and
agrees that no interest shall accrue on Sales Commissions pending payment.
Provided that this Agreement has not been terminated in the then-current month,
Sales Commissions due to Partner totaling less than One Hundred Dollars
($100.00) shall be retained by Sitematic and payment shall be postponed until
the first subsequent month in which the total Sales Commission due to partner
exceeds One Hundred Dollars ($100.00).

   c. GENERAL CONDITIONS APPLICABLE TO SALES COMMISSIONS. PARTNER ACKNOWLEDGES
   AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN:
   (I) SITEMATIC SHALL HAVE THE RIGHT FOR ANY REASON IN ITS SOLE REASONABLE
   DISCRETIONS TO REJECT ANY ORDER OBTAINED BY PARTNER WHICH SITEMATIC IN ITS
   SOLE DISCRETION DEEMS UNDESIRABLE, FINACIALLY IMPRUDENT OR OTHERWISE
   UNSUITABLE; (II) ANY PAYMENTS TO SITEMATIC ARISING UNDER THIS AGREEMENT SHALL
   ONLY BECOME DUE AND PAYABLE OUT OF FUNDS ACTUALLY COLLECTED BY SITEMATIC;
   (III) SITEMATIC SHALL AT ALL TIMES HAVE SOLE AND ABSOLUTE DISCRETION TO SET
   THE SUBSCRIPTION PRICE OF THE SERVICE INCLUDING WITHOUT LIMITATION THE RIGHT
   TO OFFER FREE PERIODS, CHARGE NO SUBSCRIPTION FEES, OR SET ANY OTHER PRICING
   POLICIES IT SO DEEMS APPROPRIATE AND TO CHANGE SUCH PRICES AT ANY TIME
   PROVIDED HOWEVER THAT SITEMATICE AGREES TO JOINTLY REVIEW ANY CHANGES TO THE
   PRICES INCLUDED IN EXHIBIT B WITH PARTNER AND WILL NOT CHANGE SUCH PRICES
   WITHOUT PARTNER'S CONSENT, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD BY
   PARTNER; (IV) SITEMATIC SHALL AT ALL TIMES HAVE THE SOLE AND ABSOLUTE
   DISCRETION TO CANCEL, SUSPEND OR MODIFY THE ACCOUNT OF ANY USER OF THE
   SERVICE, SUBJECT ONLY TO THE TERMS OF THE TERM OF SERVICE IN EFFECT AT TIME
   OF SAID CANCELLLATION, SUSPENSION OR MODIFICATION, PROVIDED HOWEVER THAT
   SITEMATIC WILL USE COMMERCIALLY REASONABLE JUDGEMENT AND GOOD FAITH IN THE
   EXERCISE OF THIS DISCRETION.

   d. PARTNER CO-FUNDING OF NEW TICKETS.COM/SITEMATIC SITES. During the term of
   this Agreement, Tickets.com will pay Sitematic a development fee for each new
   product created for a venue customer. See Exhibit A for lists of products and
   Exhibit B for a list of prices.

   e. TERMS AND OPERATION OF THE SITEMATIC SERVICE. Sitematic shall at all times
   have the absolute right, in its sole discretion, to establish all prices,
   charges, terms and conditions governing the sale of Sitematic Service. Except
   as otherwise provided herein, Sitematic shall at all times have the exclusive
   authority over all billing, service and support relating to the Sitematic
   Service. Notwithstanding the above, Sitematic shall use commercially
   reasonable judgment and good faith in the exercise of this discretion. Any
   changes to site content will be jointly reviewed with Partner and Sitematic
   will not change such content without Partner's consent, which consent will
   not be unreasonably withheld by Partner. Partner shall not make any
   representations or warranties whatsoever (written or oral) to any party with
   respect to the Sitematic Service beyond those already expressly stated in
   Sitematic provided sales materials.

   f. ADVERTISING REVENUES. Any advertising revenues derived from the Custom
   Site and the co-branded venue customer sites will be apportioned between the
   parties as described in Exhibit B.


7. AUDITS RIGHTS. Sitematic will maintain accurate records with respect to sales
of services during the term of this Agreement. Partner may, upon reasonable
request (but not more than once every twelve (12) months), audit Sitematic's
records during regular business


                                       2
<PAGE>   3

hours for the purpose of verifying the accuracy of any information provided in
any commission reports provided hereunder, or the amount of any other charges or
payment obligations arising under this Agreement. All costs and expenses
incurred in connection with any such audit and inspection will be borne by
Partner, unless the audit reveals an underpayment in excess of the greater of
$500 or five percent (5%) of the amount that should have been paid. In the event
of such underpayment, Sitematic shall be solely responsible for all reasonable
costs and expenses incurred by the other in connection with such audit, and
shall further pay the other the full amount of the underpayment revealed by the
audit.

8. PRIVACY. Both parties agree to respect and maintain the privacy of
subscribers to their respective services, and will keep confidential, and not
market, sell or otherwise provide third- party access to any personally
identifiable user data, unless required by law without the prior written consent
of the other party. Nothing contained in this Agreement, nor the absence or
presence of any existing relationship between Sitematic and a prospective,
existing or former user of the Partner Service shall be construed to grant
Sitematic rights in any user data independently collected and maintained by
Partner. All such data shall be the sole and exclusive property of the Partner.

9. CUSTOM OWNERSHIP. The parties acknowledge that customers will be customers of
each party with regard to their respective services, and agree that control over
the customers during the term of this agreement shall be joint. Each party shall
have the right to review and approve sales and marketing communications prior to
distribution to the customer base; such approval shall not be unreasonably
withheld. All such communications shall be co-branded. Upon the termination of
this Agreement, each party may continue to offer their respective services to
the customer separately, and each customer may decide individually whether or
not to continue to purchase service from one party or the other.

10. TERMINATION FOR CAUSE
a. Either Party may immediately terminate this Agreement should the other Party
breach any of its representations, warranties or obligations hereunder unless
such breach is cured to the satisfaction of the non-breaching Party after ten
(10) days written notice thereof.

b. Partner may terminate this Agreement without cause for its convenience, upon
the giving of sixty (60) days written notice to terminate. Both parties will be
responsible for their respective obligations up through the date of termination.
In addition, Partner will be required to pay Sitematic a cancellation fee of as
follows: $[***] for notice given within the first 3 months of this Agreement;
$[***] for notice given within the second 3 months of this Agreement; $[***]
for notice given within the third 3 months of the Agreement, and $[***] for
notice given within the fourth 3 months of this Agreement. For notice given
hereunder after the expiration of 12 months from execution of this agreement, no
additional fee shall be owing to Sitematic.

11. CONFIDENTIALITY. Unless required by law, neither party shall disclose the
specific terms and conditions of this Agreement to any third-party; provided,
however, either party may disclose such terms and conditions to any bona fide
prospective or existing lender, investor, or acquirer provided such lender,
investor or acquirer has executed a non-disclosure agreement containing
customary disclosure restrictions, including restricting use of the information
solely for the purpose of evaluating such loan, investment or purchases.
Notwithstanding the foregoing, the parties may disclose the general nature of
this Agreement to any third-party, subject to the limitations concerning press
releases as set forth in Section 5(b) hereof.

12. OTHER OBLIGATIONS, REPRESENTATIONS AND WARRANTIES.

a. Execution, Delivery and Performance. Both parties have all requisite power
and authority and hold all licenses, permits and other required authorizations
from governmental authorities necessary (if any) to fulfill its respective
obligations under this Agreement. Each party represents and warrants that it has
undertaken all necessary action to ensure that the execution, delivery and
performance of this Agreement is duly authorized. This Agreement constitutes the
legal, valid and binding agreement of both parties, enforceable in accordance
with its terms.

b. LIMITED LICENSE TO USE TRADENAMES, TRADEMARKS AND SERVICE MARKS. Each party
grants to the other a limited, non-exclusive, non-transferable, license to use
each other's tradenames, trademarks, and servicemarks (collectively, "Marks") in
connection with the performance of this Agreement. Marks shall only be used in
accordance with the specifications provided by the party whose Marks are being
used. In the event that such specifications are not provided, neither party
shall use any of the other party's Marks for any purpose without first obtaining
the prior advance written consent of the party whose Marks are contemplated to
be used. Each party shall retain ownership of all of its Marks and other
intellectual property rights.

c. OBLIGATIONS UPON TERMINATION. Upon termination (for any reason) each party
shall promptly return to the other all papers, materials and other property tot
the other party then in its possessions.

13. IDEMNIFICATION Each party will indemnify and hold harmless the other party
(the "Indemnified Party") and the other party's officers, directors,
shareholders and employees (collectively, together with the Indemnified Party,
the "Indemnified Persons") from and against any demand, suit, action or
proceeding brought by any third party arising in connection with a violation by
such party (the "Indemnifying Party") or any of the provisions of this Agreement
(including, without limitation, any of the representations or warranties of the
Indemnifying Party set forth in this Agreement) or the negligence or willful
misconduct of the Indemnifying Party, in each case to the extent not
attributable to a breach by the Indemnified Party of any of the provisions of
this Agreement or the negligence or willful misconduct of any of the Indemnified
Persons (collectively, the "Indemnified Claims"), and all damages, costs and
expenses (including , without limitation, reasonable attorneys' fees and
settlement costs, as applicable) sustained or incurred by Indemnified Person in
relation thereto.

14. LIMITATION OF LIABILITY/DISCLAIMER OF WARRANTY
THE PARTIES AGREE TO LIMIT THEIR LIABILITY TO EACH OTHER TO DIRECT DAMAGES ONLY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN NEITHER PARTY SHALL
HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES OR ANY LOSSS OF REVENUE OR PROFITS ARISING UNDER OR RELATING TO THIS
AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL SITEMATIC'S LIABILITY EXCEED THE COMMISSIONS PAYABLE TO THE PARTNER
PURSUANT TO THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES TO THE
OTHER AND ALL THIRD-PARTIES, EXPRESS, IMPLIED, STATORY OR OTHERWISE, WITH
RESPECT TO THE SITEMATIC SERVICE, THE CUSTOMIZED SERVICE AND THE PARTNER
SERVICE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR PARTICULAR PURPOSE.

15. DISPUTE RESOLUTION

a. INJUNCTIVE RELIEF. The parties agree that the breach by either of them of
their respective obligations regarding the other's trademarks,


[***] Confidential treatment has been requested for redacted portion. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       3

<PAGE>   4

trade names, service marks or confidential information would result in
irreparable injury for which there is no adequate remedy at law. Therefore, in
the event of any breach or threatened breach by any party of its obligations
regarding trademarks, trade names, or service marks of confidential information
of the other, then the other party will be entitled to seek temporary and
permanent injunctive relief, in addition to any other remedies to which it may
be entitled at law or in equity.

16. FORCE MAJURE Neither party hereto shall be considered in default in
performance of its obligations hereunder if performance of such obligations is
prevented or delayed by acts of God or government, or other events beyond the
reasonable control of the party. Time of performance of either party's
obligations hereunder shall be extended by the time period reasonably necessary
to overcome the effects of such occurrences.

17. YEAR 2000 COMPLIANCE. Sitematic warrants that the Sitematic Site and the
Custom Site furnished pursuant to this Agreement shall, when used in accordance
with any applicable documentation, be able to accurately process date/time data
(including, but not limited to, calculating, comparing, and sequencing) from,
into, and between the twentieth and twenty-first centuries, and the years 1999
and 2000, including leap year calculations. This warranty shall apply to the
Custom Site operating as part of the Partner Service as contemplated by this
Agreement. In the event of any breach of this warranty, Sitematic shall restore
the Sitematic Site and/or the Custom Site to the same level of performance as
warranted herein, or repair or replace the same so as to minimize interruption
to Partner's ongoing business processes, time being of the essence, at
Sitematic's sole cost and expense. This warranty does not extend to correction
of Partner's errors in data entry or data conversion. Nothing in this warranty
shall be construed to limit any rights or remedies otherwise available under
this Agreement.

18. GENERAL Neither party shall assign its rights or delegate any of its duties
hereunder without the advance written consent of Sitematic, which consent shall
not be unreasonably withheld or delayed, provided however, that this restriction
shall not apply to an assignment as part of a merger or sale of company or
substantially all of the assets of the company. The terms and conditions of this
Agreement shall be binding upon and shall inure to the benefits of the parties
and their respective successors and permitted assigns. This Agreement shall not
be amended or modified except as by a written document signed by both parties.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California, without reference to principles of conflicts of laws.
All notices hereunder shall be in writing and shall be deemed given upon
personal delivery or when sent by certified mail, postage prepaid, return
receipt requested, at above. A party may change such address for notice upon
written notice given in accordance with the provisions hereof. The headings used
herein are inserted for convenience only and are in no way intended to describe,
interpret, define or limit the scope, extend or intent of this Agreement. If any
provision of this Agreement is determined by a court of competent jurisdiction
to be unenforceable, such provision shall be automatically reformed and
construed so as to be valid, operative and enforceable to the maximum extent
permitted by law or equity while preserving its original intent. The invalidity
of any part of this Agreement shall not render invalid the remainder of this
Agreement. Waiver by a party of a breach of a provision of this Agreement shall
not operate as nor be construed as a waiver of any subsequent breach thereof.
Notwithstanding anything to the contrary contained herein, the parties
acknowledge and agree that their obligations pursuant to Section 8,9,11,13 and
14, and those which by their nature should survive termination of this
Agreement. Each party to this Agreement represents, agrees and warrants that it
will perform all other acts and execute and deliver all other documents that may
be necessary or appropriate to carry out the intent and purposes of this
Agreement. This Agreement constitutes the entire agreement between the parties
regarding the subject matter contained herein and supersedes all prior and
contemporaneous undertakings and agreements of the parties, whether written or
oral, with respect to the subject matter herein.

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the date
first set forth above.

TICKETS.COM, INC.                            SITEMATIC CORPORATION

By: /s/ Adam Epstein                         By: /s/ Peter J. Shaw
    ----------------------------                 ----------------------------
 Name:  Adam Epstein                         Name: Peter J. Shaw
 Title:  S.V.P. & Counsel                    Title:   President
 Date: 4/28/99                               Date:   4/20/99



                                       4

<PAGE>   5


                                    Exhibit A
                 PRODUCTS/SERVICE TO BE INCLUDED ON Custom Site

Product A
---------

"Bronze"

*     See Specification Release 1 - Venue site.
*     Date Applicable:  May 31, 1999
*     4 pages including:
         -     Home Page
         -     Contact Page
         -     Location Page
         -     Event Page (DOES NOT include schedule piece; body copy only)
         -     Manual email sent to Tickets.com informing creation of new site;
               no email to database transfer of venue data

*     Six mutually agreed upon currently available Sitematic Styles available
      for use by Tickets.com venue customers.
*     All sites will be Tickets.com branded
*     Sitematic to offer free transfer of existing domain name,
      www.venue.tickets.com name for free.
*     Sitematic to handle all customer support activities
*     Sitematic to build all 4 page sites per venue customer information &
      requirements
*     Link to tickets.com included on all venue customer sites

Product B
---------

See Specification Release 1 - Venue site
Sitematic will create a co-branded Tickets.com-Sitematic for use by all
Tickets.com venue customers. This site will be their destination when making
edits/changes to their accounts.

Product C
---------

See Specification Release 2-Event page.
Sitematic will create a due date determined and mutually agreeable by both
parties, and Event Form to be used by all Tickets.com-Sitematic venue customers.
The Event Form will contain an event scheduler with email to database
capabilities that allow information to go from venue customers web sites
directly to the Tickets.com database.








                                       5


<PAGE>   6

Tickets.com-Sitematic Product Specification
--------------------------------------------------------------------------------
Specification - Venue Site Release 1
------------------------------------
*     Co-Based on Sitematic 2.2. release (4/30/99 est.)
*     URLS to be determined
      -  Co-band on info page: URL Tickets.com-Sitematic
*     No demo or information site
      -  URL for the non-domain accounts:  TBD (x).tcvenue.com (??)
*     Site is frames compatible should Tickets.com decide to deliver in frame
*     1 plan, 4 pages
      -  Catalog upgrade available -
*     Logo Graphic on every page bottom
      -  Powered by Sitematic
      -  Tickets.com TDB
*     Template site creation
      -  Pre-population of graphics into `template' site
      -  Menu graphic and link (both specified to t.c.)
      -  Header graphic and link (both specified to t.c)
      -  (see figure 1)
*     New Page type `events' based on current custom page
      -  Title in control panel = events
      -  Pre-populate body with ASCII text
*     Site allows additional flexibility with multiple body blocks (graphic and
      text) per page
*     Site is `frame compatible' should Tickets.com decide to frame link from
      tickets.com

Administration
*     User Agreement - Tickets.com to specific additions and changes
*     Reports to Tickets.com
      -  Monthly subscriber report for revenue share
      -  Weekly report detailing tickets.com subscribers and last publish date,
         contact info
*     Tickets.com customer service access to tickets.com-Sitematic sites

Specification - Venue Site Release 2
------------------------------------
*     Partner ID in database for manual capture of Tickets.com Venue ID
*     Events page with Tickets.com requested for functionality
      -  Standardized input of event data (Start Date, End Date, Time,
         Name of Event, Genre, Event Description
      -  Add/modify/delete function of event data
      -  Real-time communication via email of event data change including venue
         ID, name, zip
*     Header or footer area will accept ad banner html code from Tickets.com
      ad server
*     Graphic field `lockout' by brand Tickets.com) ensuring menu and/or
      header graphic/links/html are not changeable by customer.

Specification - Venue Site Release 1
Figure 1 - default graphics applied to all pages in 4 page Tickets.com template.
Note: Venue Use Agreement will be written to specify that removing the
Tickets.com logo or removing the link to Tickets.com would be constitute a
violation of the Venue Use agreement. Sitematic and Partner agree to coordinate
a policy to respond to such actions when and if they occur.





                                       6

<PAGE>   7

                                    EXHIBIT B
                    PRODUCTS/SERVICE PRICING AND COMMISSIONS

A. Fees to be paid by venue customer:

Bronze Website             Monthly                   $[***]
                           6 Month Contract          $[***]
                           12 Month Contract         $[***]

Website Change Fee:                                  $[***] per graphic change
                                                     $[***] per text change

B. Fees to be paid by tickets.com:

Telesales Marketing Calls;                           $[***] per call (maximum of
                                                      3 calls per customer)

Website Creation Fee:                                $[***] per site

Co-branded site development Fee:                     $[***] (one-time)

Event Form development Fee:                          $[***] (one-time)

Sitematic will pay to Tickets.com a sales commission of [***]% of the user
subscription revenue Sitematic collects from each venue customer who
successfully subscribes to Sitematic and becomes a paying customer for Product A
(See Exhibit A).

Tickets.com will pay Sitematic a $[***] site development fee for each
Tickets.com venue customer web site that is built by Sitematic. Within 30 days
of completion of the customer site or approval by the customer for the web site,
whichever comes first, Sitematic will charge venue customers for edits made to
their respective web sites. Charges incur as follows: $[***] for graphic changes
(includes scanning, downloading and/or uploading images into the web site) and
for $[***] for text changes. These charges will be added to the customer's bill
directly by Sitematic.

Tickets.com will pay Sitematic for telesales efforts. Payments will be broken
down as follows: $[***] for each proactive phone call made (this does not
include wrong phone numbers, wrong contact person). This does include all phone
calls made to the decision maker in the buying process and will not exceed three
phones calls per Tickets.com venue customer lead.

Tickets.com will pay Sitematic $[***] to develop a co-branded Tickets.com-
Sitematic website (Product B) for all Tickets.com venue customers to use when
accessing their web site (Exhibit A).

Sitematic will create, at a date to be determined and mutually agreed upon by
both parties, an Event Form to be used by paying Tickets.com venue customers.
Tickets.com will pay Sitematic $[***] for the creation and use of this Event
Form by Tickets.com venue customers. (See Exhibit A.)

C. `GRANDFATHERED' TICKETS.COM WEB SITES
----------------------------------------

Tickets.com has the right to `give' grandfathered Sitematic web sites to its key
accounts. Tickets.com will pay Sitematic for each site created according to one
of the two options listed below. Payment structure for these sites will

Offer#1: free 4pg site creation plus free service, hosting and support for 12
months-price*:
*     $[***] per web site for any number up to and less than 250 sites
*     $[***] per web site for any number up to 500 and more than 251
*     $[***] per web site for any number of web sites over 501

Offer#2: free 4pg site creation plus free service, hosting and support for 6
months-price*:
*     $[***] per web site for any number up to and less than 250 sites
*     $[***] per web site for any number up to 500 and more than 251
*     $[***] per web site for any number of web sites over 501

Offer #3 free 4 pg site creation plus 50/50 of ongoing monthly fees -price *:

*     $[***] for 1>250 sites
*     $[***] for 251>500
*     $[***] for 501+

*Assumes no scanning and cropping


[***] Confidential treatment has been requested for redacted portion. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.



                                       7



<PAGE>   8

D. COMMISSIONS

1.       For all gross revenues collected under Schedule A, Sitematic will pay
         Partner a commission of [***] percent ([***]%).

2.       For all revenues collected from advertising on the Tickets.com-
         Sitematic site, Partner will pay Sitematic a commission of [***]
         percent ([***]%).



[***] Confidential treatment has been requested for redacted portion. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


                                       8

<PAGE>   9

                                    EXHIBIT C
                                    ---------
                             TELEMARKETING CAMPAIGN
                             ----------------------



Sitematic will obtain the list of venues with all relevant information including
phone number from Tickets.com and use this list to make proactive phone calls.
Sitematic will place up to three calls to each lead, fax/mail information upon
information upon request to the customer, send Welcome Kits and build the web
site once it has been sold to the customer. Telesales campaign will be preceded
by a direct marketing piece executed by Tickets.com to the venue customer
database list. Co-Branded Welcome Kit to include color sheet that allows choice
of six style templates, registration and web content & information pages to be
filled out by customer. Member Agreement which outlines the service and price
and Rules of the Road which include web site legal information pertinent to the
Sitematic business.

Partner will do the following:

1. Supply list.
2. Execute a direct marketing mailing to the venue customer database prior to
   the start of the telemarketing campaign.
3. Help develop script and answers to frequently asked questions regarding
   Partner.
4. Provide method to link new customers to Tickets.com website.
5. Reimburse Sitematic for up to 3 calls per lead at a cost of $[***] per call.

Note: For the purpose of item 5, a "call" shall include a call which is answered
by a live person and will exclude calls to wrong numbers, calls picked up by the
wrong contact person, and calls which are picked up by voice mail or answering
machine.

Sitematic will do the following:
1. Telemarket into Partner-supplied list.
2. Place a targeted number of 1000 calls per week (based on the assumption
   of 2 telemarketing reps placing calls at a rate of 100 calls each per
   day). The numbers of reps can be increased based on mutual agreement,
   based on a review of the initial response to the campaign.
3. Develop a welcome kit containing 6 custom templates to be mailed to leads who
   express interest in signing up for the service.
4. Create the initial Website for each venue customer for the fee described in
   Exhibit B.


[***] Confidential treatment has been requested for redacted portion. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       9

Sponsored Links