Common use of DATABASE DEVELOPMENT Clause in Contracts

DATABASE DEVELOPMENT. 7.1. On a trial basis, until and unless AD requests in writing that TMCS cease the program described in this Section 7 as of a specified date (sometimes referred to hereinafter as the "Termination Date"), which date shall not be prior to the implementation of the program described in this Section 7 for at least two (2) artist tours, TMCS agrees to place an "artist newsletter sign-up" opt-in box on the confirmation page of live event ticket sales for the applicable AD artist client with a look and feel to be mutually agreed upon by the parties, for all AD artist clients (including those who may become associated with AD during the term of this Agreement). The opt-in box will encourage ticket-buyers to elect to receive the applicable artist's email communications that may be sent by AD, its affiliates, licensees, successors or assigns, on behalf of such artist in the future. The opt-in box will require that the user provide TMCS with, or authorize the use by TMCS of, the following information: name, email address, street address, event for which tickets were purchased, date of event, and location of event. TMCS will pre-populate those portions of the opt-in box for which TMCS has information to encourage opt-ins. TMCS will also inform users of the manner in which they can change or delete their information in the future. TMCS will display a link to AD's privacy policy adjacent to the opt-in box and state that users can learn how their information will be used by reviewing that policy. 7.2. TMCS will provide AD with all of the information collected from, or authorized for use pursuant to, the opt-in box for use by AD on behalf of its artist clients as discussed below. AD agrees to use such information only in accordance with its published privacy policy or such other published privacy policy that may be applicable with respect to such information and that is presented to a user at the time the user submits such information. AD agrees to comply with user requests to change or delete such information in AD's database upon receipt of such requests for same from TMCS or directly from the user. TMCS will have co-ownership of the individual information passed by TMCS to AD. Neither party will use any user data generated from "artist newsletter sign-up" opt-in boxes until the parties have coordinated their respective privacy policies and mutually agreed upon the rules with respect to usage of such data. 7.3. Pursuant to the further terms and conditions of Section 7.4, below, AD will pay to TMCS a fee in the amount of $4.00 ("User Acquisition Fee") for each user who chooses to register either by opting-in and completing the opt-in information him/herself, or by submitting a registration form after the opt-in box has been pre-populated by TMCS, but specifically excepting any user ("AD User") who, based on the email addresses provided by such user in the opt-in box, already is included in one or more user databases owned, controlled or operated by AD. In addition, in the event that AD engages in any particular marketing effort targeted towards an AD User based solely on information obtained about such AD User from TMCS, then AD also shall pay to TMCS the User Acquisition Fee for such AD User if AD had not previously paid the User Acquisition Fee for such AD User. The payments described in this Section 7.3 will be in addition to any payments that may be owed to TMCS for "click-through" advertising pursuant to Section 6, above. For avoidance of doubt, no such payments under this Section 7.3 will become due subsequent to the Termination Date. 7.4. TMCS and AD will determine the amounts (if any) due under this Section 7 as follows: TMCS will provide AD on a weekly basis with a list of the email addresses of all persons who have opted in (as described in this Section 7), broken down on an artist-by-artist basis, in a mutually agreed-upon electronic form. AD will compare the email list with its existing database for the applicable artist and provide TMCS with a list of the pre-existing users in AD's databases, along with a check for the net number of new users registering via the opt-in process. Upon receipt of such list and check, TMCS will pass the remaining portions of the opt-in information to AD for new registered users. TMCS will have the right to audit the AD database with respect to this Section 7 upon prior written notice to AD, at TMCS' expense; provided, however, that TMCS may conduct such audit only: (a) during AD's normal business hours; (b) upon reasonable notice to AD; and (c) within one (1) year after the date payments are rendered to TMCS hereunder. Each payment shall be deemed final and binding upon TMCS as an account stated and shall not be subject to any claim or objection by TMCS (i) unless TMCS notifies AD of TMCS' specific written objection to the applicable payment, stating the basis thereof in reasonable detail within one year after the date such payment is rendered hereunder, and (ii) unless, within ninety (90) days following said one (1) year period, TMCS makes proper service of process upon AD in a suit instituted in a court of proper jurisdiction pursuant to the terms of this Agreement.

DATABASE DEVELOPMENT. 7.1. On a trial basis, until and unless AD requests in writing that TMCS cease the program described in this Section 7 as of a specified date (sometimes referred to hereinafter as the "Termination Date"), which date shall not be prior to the implementation of the program described in this Section 7 for at least two (2) artist tours, TMCS agrees to place an "artist newsletter sign-up" opt-in box on the confirmation page of live event ticket sales for the applicable AD artist client with a look and feel to be mutually agreed upon by the parties, for all AD artist clients (including those who may become associated with AD during the term of this Agreement). The opt-in box will encourage ticket-buyers to elect to receive the applicable artist's email communications that may be sent by AD, its affiliates, licensees, successors or assigns, on behalf of such artist in the future. The opt-in box will require that the user provide TMCS with, or authorize the use by TMCS of, the following information: name, email address, street address, event for which tickets were purchased, date of event, and location of event. TMCS will pre-populate those portions of the opt-in box for which TMCS has information to encourage opt-ins. TMCS will also inform users of the manner in which they can change or delete their information in the future. TMCS will display a link to AD's privacy policy adjacent to the opt-in box and state that users can learn how their information will be used by reviewing that policy. ------------------------ [*] Confidential information has been omitted and separately filed with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.2. TMCS will provide AD with all of the information collected from, or authorized for use pursuant to, the opt-in box for use by AD on behalf of its artist clients as discussed below. AD agrees to use such information only in accordance with its published privacy policy or such other published privacy policy that may be applicable with respect to such information and that is presented to a user at the time the user submits such information. AD agrees to comply with user requests to change or delete such information in AD's database upon receipt of such requests for same from TMCS or directly from the user. TMCS will have co-ownership of the individual information passed by TMCS to AD. Neither party will use any user data generated from "artist newsletter sign-up" opt-in boxes until the parties have coordinated their respective privacy policies and mutually agreed upon the rules with respect to usage of such data. 7.3. Pursuant to the further terms and conditions of Section 7.4, below, AD will pay to TMCS a fee in the amount of $4.00 ("User Acquisition Fee") for each user who chooses to register either by opting-in and completing the opt-in information him/herself, or by submitting a registration form after the opt-in box has been pre-populated by TMCS, but specifically excepting any user ("AD User") who, based on the email addresses provided by such user in the opt-in box, already is included in one or more user databases owned, controlled or operated by AD. In addition, in the event that AD engages in any particular marketing effort targeted towards an AD User based solely on information obtained about such AD User from TMCS, then AD also shall pay to TMCS the User Acquisition Fee for such AD User if AD had not previously paid the User Acquisition Fee for such AD User. The payments described in this Section 7.3 will be in addition to any payments that may be owed to TMCS for "click-through" advertising pursuant to Section 6, above. For avoidance of doubt, no such payments under this Section 7.3 will become due subsequent to the Termination Date. 7.4. TMCS and AD will determine the amounts (if any) due under this Section 7 as follows: TMCS will provide AD on a weekly basis with a list of the email addresses of all persons who have opted in (as described in this Section 7), broken down on an artist-by-artist basis, in a mutually agreed-upon electronic form. AD will compare the email list with its existing database for the applicable artist and provide TMCS with a list of the pre-existing users in AD's databases, along with a check for the net number of new users registering via the opt-in process. Upon receipt of such list and check, TMCS will pass the remaining portions of the opt-in information to AD for new registered users. TMCS will have the right to audit the AD database with respect to this Section 7 upon prior written notice to AD, at TMCS' expense; provided, however, that TMCS may conduct such audit only: (a) during AD's normal business hours; (b) upon reasonable notice to AD; and (c) within one (1) year after the date payments are rendered to TMCS hereunder. Each payment shall be deemed final and binding upon TMCS as an account stated and shall not be subject to any claim or objection by TMCS (i) unless TMCS notifies AD of TMCS' specific written objection to the applicable payment, stating the basis thereof in reasonable detail within one year after the date such payment is rendered hereunder, and (ii) unless, within ninety (90) days following said one (1) year period, TMCS makes proper service of process upon AD in a suit instituted in a court of proper jurisdiction pursuant to the terms of this Agreement.