HARDWARE AND TM SYSTEM USER AGREEMENT
THIS HARDWARE AND SOFTWARE RENTAL AGREEMENT ("Agreement") is
entered into as of the ___ day of May, 1998, by and between Ticketmaster-Las
Vegas, a Nevada corporation ("Ticketmaster") and VisitCom, Inc., a Nevada
corporation ("User"), with reference to the following facts:
WHEREAS, User is a tourist targeted multi-medium marketing company that
enters into arrangements with persons or entities promoting, producing and/or
presenting (collectively, the "Promoters") entertainment event features to be
held in the greater Las Vegas, Nevada metropolitan area, in respect of which
events (the "Attractions") User has authority to sell tickets to the public.
WHEREAS, User acts as the agent of said Promoters with respect to the
sale and distribution of tickets to the Attractions, and operates various ticket
sales offices (collectively, the "Box Offices") located in the Las Vegas area,
which Box Offices are listed on Exhibit 1 attached hereto.
WHEREAS, User desires that Ticketmaster shall rent certain ticketing
equipment to User and that Ticketmaster shall provide User with access to the TM
System (as defined below), which User shall use in connection with sales of
tickets from the Box Offices, and that Ticketmaster will transfer or refer
certain callers (as defined below) to User's toll free number, all upon the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants set forth herein, the parties do hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms
shall have the meanings indicated below:
(a) Caller: Persons calling Ticketmaster's call center for Las
Vegas area attractions.
(b) Facility: Any and all hotels or other venues at which an
Attraction is scheduled or presented.
(c) Hardware: All of that certain computer hardware,
communications equipment, terminals and hook-ups listed with particularity on
Exhibit 1, which is attached hereto and incorporated herein by this reference,
or otherwise supplied by Ticketmaster to User at any time during the term of
this Agreement.
(d) Software: All the computer software, including all
upgrades, new releases, new versions and modifications thereto during the term
of this Agreement, which User shall have access to in connection with the sale
of tickets for the Attractions through the TM System.
(e) Ticket: A printed evidence of the right to occupy space at
or to attend an Attraction.
(f) Ticket Receipts: The face value of a Ticket, less any
amounts due and payable to Ticketmaster pursuant to this Agreement.
2. Term of Agreement. The term of this Agreement shad begin on the date
hereof and shall continue through the third anniversary hereof. Thereafter, the
term of this Agreement shall automatically be renewed for a successive two (2)
year period, unless either party notifies the other party in writing, not less
than ninety (90) nor more than one hundred twenty (120) days prior to the end of
the initial term or the then current renewal term, of its intention not to renew
this Agreement.
3. Exclusive Rights.
(a) User hereby retains and authorizes Ticketmaster to act as
their exclusive hardware and software supplier for the programming and storage
of accounts with respect to Tickets for the Attractions on the automated
computerized ticketing system developed by Ticketmaster utilizing telephones and
ticket outlets with terminals and ticket printout capabilities linked to a
central computer facility ("TM System").
(b) It is agreed and understood that neither Ticketmaster nor
User will guarantee that any minimum or fixed number of Tickets will be sold, or
referrals of Callers will be made, through the TM System with respect to any
Attraction. User hereby acknowledges that the travel-related referral services
described herein are of an experimental nature for Ticketmaster and Ticketmaster
does not represent that it has any experience or expertise in this area. User
further acknowledges that the likelihood of success of the travel-related
referral services is speculative and Ticketmaster has not made any guarantees in
connection therewith. User shall not use the services of any computerized
ticketing company or system (other than Ticketmaster) in connection with sales
of tickets during the term of this Agreement.
4. Hardware and Software/Use. During the term of this Agreement,
Ticketmaster shall provide to User the Hardware described in Exhibit 1 attached
hereto and on-line access to the Software. The Hardware and Software shall at
all times be and remain the sole and exclusive property of Ticketmaster, and
User shall have no right, title or interest therein or thereto except as a
licensed user thereof. User shall use the Hardware in a careful and proper
manner and shall comply with and conform to all Federal, state, municipal and
other laws, ordinances and regulations in any way relating to the possession,
use or maintenance of the Hardware. Neither User, nor its employees, agents,
servants or representatives, shall alter, modify, copy or add to the Hardware or
Software without the prior written consent of Ticketmaster. Except as may be
necessary to prevent damages to or destruction of the Hardware, User will not
move the Hardware nor permit such Hardware to be removed from the Box Offices
without Ticketmaster consent, which consent shall not be unreasonably withheld,
and User shall give Ticketmaster prompt written notice of any attachment or
other judicial process affecting any item of Hardware.
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5. Compensation. In consideration for the license by Ticketmaster of
the Hardware and Software to User and Ticketmaster's continuing services to be
performed in connection herewith, Ticketmaster shall be entitled to receive the
following fees and compensation described below. All such fees are deductible by
Ticketmaster on a weekly basis, or monthly basis with respect to fees described
in Section 5(c) below, from the settlement of Ticket Receipts pursuant to
Section 12 below, provided that to the extent such fees are not deducted by
Ticketmaster, User shall make immediate payment to Ticketmaster upon receipt of
an invoice.
(a) Ticketmaster's Service Fee: Ticketmaster shall be entitled
to receive from User a per Ticket service fee on all Tickets sold (the "Service
Fee"). The amount of the Service Fee shall initially be $3.00 per Ticket and
shall be automatically increased by $0.25 per Ticket on each anniversary of this
Agreement, unless otherwise mutually agreed to by the parties.
(b) Credit Card Sales: User may utilize the credit card
authorization network ("CCAN") contained within the TM System for Box Office
sales of Tickets for Attractions scheduled at any Facility for the fee described
below. User shall pay a merchant discount fee to Ticketmaster's merchant bank in
an amount equal to 2.25% of the amount of each transaction processed through the
CCAN. Ticketmaster's merchant bank shall establish an account in User's name and
User's account shall be debited, on a monthly basis, in the amount of the
cumulative discount fee for such month. The fee set forth above shall apply only
with respect to MasterCard and Visa card transactions. In the event that User
desires to process any other credit card transactions through the CCAN and such
transactions are acceptable to Ticketmaster, then the fees for such service
shall be mutually agreed upon by the parties. The fees set forth herein are
subject to automatic adjustment in the event that Ticketmaster's discount fee is
increased. User shall be responsible for any and all other amounts charged to
Ticketmaster by its bank for processing User's transactions, including, but not
limited to, chargebacks, fraudulent credit card use, and additional charges for
failure to meet the specific timing or other qualifications of MasterCard or
Visa or Ticketmaster's bank, whether or not said charges are due to the acts or
omissions of Ticketmaster. User shall, at its own cost, pay for any and all
equipment required in order for User to be connected to the CCAN. User hereby
agrees to reimburse Ticketmaster the total amount (ticket price and service
fees) of any credit card purchase for which Ticketmaster is charged back by a
bank for that credit card purchase, unless such chargeback was caused solely by
the negligence of Ticketmaster. Ticketmaster reserves the right to xxxx User for
any charge backs incurred with respect to any Attraction up to eighteen months
after the performance of the Attraction. Payment must be made upon receipt of
such billing. Ticketmaster does not guaran tee the operability of any CCAN
equipment and shall not be responsible for performing any maintenance services
on such equipment.
(c) Travel Agent Services Referral Fee: Ticketmaster shall be
entitled to receive from User twenty-five percent (25%) of the gross revenues
(including, but not limited to VisitCom's gross hotel room and car rental
commissions) received by User from or with respect to each Caller that
Ticketmaster transfers or refers to User's toll-free 1-800 telephone number.
(d) Telephone Line Charges: Ticketmaster shall be entitled to
receive from User $0.13 per each minute of transfer time billed to Ticketmaster
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in connection with telephone calls transferred by Ticketmaster to User's
toll-free 1-800 telephone number.
6. User's Responsibilities. User hereby agrees to perform the following
hereunder at User's sole expense:
(a) Enter into agreements with the applicable Promoters in
connection with all "Las Vegas" style entertainment productions.
(b) Ensure that each of the Box Offices is made available and
accessible for Ticket pick-up and distribution.
(c) Ensure that each of the Box Offices is enabled to
accommodate the TM System.
(d) Provide sufficient staffing and training to effectively
accommodate all incoming telephone calls for the purchase of Tickets.
(e) Provide a reasonable allocation of hotel rooms designated
for use by Callers.
(f) Provide a reasonable allocation of cars designated for
rental by Callers.
(g) Provide continuous marketing and advertising support
concerning the activities described herein in local publications (e.g., Las
Vegas High Roller magazine).
(h) Establish and maintain a dedicated toll-free 1-800
telephone number to enable Ticketmaster to transfer Callers to User.
(i) Provide Ticketmaster with the reports and accountings
described in Section 12 below.
7. Central Computer Facility. Ticketmaster shall, at its sole expense,
maintain a central computer facility at such location or locations as it shall
deem necessary for the operation of the TM System. The central computer facility
will be in operation 16 hours a day during each and every day of the year, and
will be adequately staffed to perform all ongoing licensed user assistance,
maintenance and repair services required to be performed by Ticketmaster under
this Agreement.
8. Maintenance and Repairs.
(a) Installation costs with respect to the Hardware shall be
the responsibility of Ticketmaster. The cost of all telephone line connections
between the central computer facility and the Box Offices, and all monthly line
costs with respect to the operation of the TM System between the Box Offices and
the central computer facility, shall be borne solely by User. Ticketmaster
agrees to provide ordinary and routine maintenance and repair of the TM System
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at the Box Offices at no additional cost to User, provided that such maintenance
or repair is not necessitated by the negligence of User, its employees, agents
or representatives. Ticketmaster represents and warrants that adequate service
and repair personnel on duty at the central computer facility will be available
to meet the reasonably anticipated service needs of User from time to time. In
the event of any breakdown or malfunction in the operation of the Hardware, or
difficulties encountered in connection with access to the Software, User agrees
to promptly notify Ticketmaster of any such malfunction to assist Ticketmaster
in performing its obligations hereunder. In the event of any emergency,
Ticketmaster further agrees to respond to such emergency as quickly as possible
to provide User with repair services.
(b) Nondurable operational supplies which are used at the Box
Offices in connection with the operation of the TM System, consisting of line
printer paper and printer ribbons, shall be paid for by User, and User shall be
responsible for maintaining adequate supplies thereof to assure continuous
operations at the Box Offices.
9. Limitation of Liability. In the event of any breach of this
Agreement by Ticketmaster which may be caused by the malfunction of the Hardware
or Software or by Ticketmaster's failure to provide required maintenance service
and to keep the TM System in operating condition, the limit of any claim of loss
by User shall be no greater than the proven financial loss sustained by virtue
of such breach. In no event shall Ticketmaster be liable for incidental or
consequential damages for any breach of this Agreement. Occasional short-term
interruptions of service which are not unreasonable under comparable industry
standards shall not be cause for any liability or claim against Ticketmaster
hereunder, nor shall any such occasion render Ticketmaster in default under this
Agreement.
10. Training of Box Office Employees. User shall staff each of the Box
Offices with such personnel as is required for the proper operation of the TM
System for Ticket sales and distributions. Ticketmaster shall, at its cost,
train a sufficient number of User's employees who shall be reasonably necessary
for the initial staffing of the Box Offices and for operation of the TM System
at the Box Offices and agrees to provide additional training to other employees
of User to the extent such training is necessary as a consequence of changes in,
or a modification of, the Hardware or Software or in Ticketmaster's method of
operation. To the extent of any change in personnel by User in connection with
the Box Office sales requiring additional training beyond that initially
contemplated hereunder, User agrees to reimburse Ticketmaster for its costs and
expenses incurred in connection with such additional training.
11. Attraction Set-Up. At least seven (7) business days in advance of
all Ticket sales, User shall furnish Ticketmaster with all necessary information
with respect to the sale of Tickets for all events, including, without
limitation, seating layout, Ticket structure, discounts permissible, Ticket
header information, color logos, entry information and such other information as
is necessary for the proper sale of Tickets. Notwithstanding anything contained
herein to the contrary, Ticketmaster shall have no responsibility and User shall
indemnify and hold Ticketmaster harmless from and against any and all
liabilities, claims, expenses (including reasonable attorneys' fees) or causes
of action resulting from the inaccuracy of any information furnished by User
pursuant hereto.
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12. Accounting Procedures.
(a) Sale of Tickets: User agrees to produce and sell Tickets
to all Attractions, collect the proceeds from such sales and remit all such
funds collected to Ticketmaster in accordance with the provisions of this
Agreement.
(b) Ticket Stock: Ticketmaster shall furnish User with blank
tickets for the first two (2) to three (3) months of the term hereof, until User
commences use of its own custom ticket stock. User shall be responsible for the
security of the ticket stock and risk of loss of the ticket stock shall shift to
User upon the delivery of ticket stock to User or User's authorized
representative, agent or employee. User shall make an accounting to Ticketmaster
for all unused ticket stock upon Ticketmaster's request, and Ticketmaster shall
have the right to inspect User's inventory of ticket stock during the normal
business hours of each Box Office as Ticketmaster deems necessary; provided,
however, the inspection shall not be conducted in a manner or during a time that
unreasonably interrupts User's sales of Tickets. User shall return to
Ticketmaster all Tickets which are returned to or voided on the TM System or are
canceled, defaced, mutilated or otherwise rendered unsalable. User shall be
responsible for any and all damages arising out of or resulting from missing or
unaccounted for Tickets, including, but not limited to, costs of ticket stock,
printing, and the face value of any such Tickets, if the face value is known, or
$2.00 per Ticket, if the face value is not known.
(c) Ticket Receipts: All receipts and proceeds from the sale
of Tickets shall remain the property of Ticketmaster, shall be segregated from
User's other assets and shall be held in trust by User on behalf of
Ticketmaster. User shall have no right, title or interest in or to the Ticket
proceeds or receipts. User shall deposit all proceeds twice weekly in an account
to be designated by Ticketmaster, in accordance with the terms of the Section
11(d) below. User shall not use any receipts or proceeds from the sale of
Tickets as its own property, or in the form of loans to itself, or as collateral
for loans from third parties to itself or otherwise, and such funds shall not be
subject to assignment or alienation by User or to the claims of creditors of
User. User acknowledges and agrees that its obligations to remit and pay to
Ticketmaster all receipts or monies due from sold or unaccounted for Tickets,
and the rights of Ticketmaster in and to such remittance and payment, shall be
absolute and unconditional and shall not be subject to any abatement, reduction,
setoff, defense, counterclaim or recoupment due or alleged to be due to, or by
reason of, any past, or present or future claims which User may have against
Ticketmaster, or against any person for any reason whatsoever.
(d) User's Payment Schedule: User shall make a daily
accounting for Ticket sales and unaccounted for Tickets based on computer, cash,
credit card and related sales reports for each Box Office. User shall remit to
and pay Ticketmaster in cash the aggregate amount for all Ticket sales, plus the
service fees for all such Ticket sales pursuant to Section 5, plus the aggregate
amount due for unaccounted for Tickets calculated pursuant to Section 11(b) on
the due dates as follows: on Tuesday of each week, User shall remit to and pay
Ticketmaster for sales generated on Thursday, Friday, Saturday and Sunday of the
preceding week; and on Thursday of each week, User shall pay Ticketmaster for
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sales generated on Monday, Tuesday and Wednesday of that same week.
Notwithstanding anything to the contrary above, in the event that User is
holding the sum of $100,000.00 dollars or more in Ticket Receipts at all Box
Offices, it shall immediately wire transfer all its Ticket Receipts to
Ticketmaster no later than the next business day. Remittances by User are to be
made to Ticketmaster agency account number 4600-170104 at Xxxxx Fargo Bank, Los
Angeles by 11:00 a.m. on the days specified above. (e) Settlement: From the
gross ticket proceeds received from User pursuant to Section 11(d) above,
Ticketmaster shall first deduct and retain all monies Ticketmaster is entitled
to receive under this Agreement. Thereafter, on Friday of each week: 1)
Ticketmaster shall then deduct User's commissions to the extent designated by
User to Ticketmaster in advance in writing; and 2) Ticketmaster shall remit
payment of the remaining net Ticket Receipts for TM System Ticket sales to each
Facility, as designated by User, with respect to which Attractions occurred
during Monday through Sunday of the week preceding such payment date. Each
weekly payment shall be accompanied by a written accounting. Such payments by
Ticketmaster shall constitute full performance by Ticketmaster of its obligation
to make such settlement payments to User, the Facility, or to any person
whatsoever. User agrees to maintain complete and accurate books and records with
respect to the activities conducted in connection with this Agreement. In
connection with each deduction or payment referenced in Section 5(c) above, User
shall provide to Ticketmaster a written accounting, in a form to be reasonably
approved by Ticketmaster, detailing the gross revenues received by User from
each Caller transferred by Ticketmaster to User, the commissions due and payable
to Ticketmaster in respect of each such Caller, and such other information as
Ticketmaster may reasonably request. Ticketmaster shall have the right, during
normal business hours and upon reasonable notice, to inspect and make copies of
User's books and records with respect to the activities conducted in connection
with this Agreement as Ticketmaster deems necessary to assure compliance with
the terms of this Agreement. User agrees that Ticketmaster shall have no
responsibility or liability for refunds to consumers in any manner whatsoever.
13. Representations and Warranties.
(a) Each party is a corporation duly organized and in good
standing under the laws of the state of Nevada and has adequate power to enter
into and perform this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by each party and constitutes the valid, legal and binding agreement
of such party, enforceable in accord ance with its terms.
(c) The entering into and performance of this Agreement will
not result in any breach of, or constitute a default under, any other agreement
to which User is a party, including, without limitation thereby, any agreement
for the sale or other disposition of tickets.
(d) User has the sole and exclusive right and authority to act
as the agent of each Facility and/or Promoter, as applicable, for the purposes
set forth herein and has a contrac tual right to establish and maintain a Ticket
pickup and distribution center at each of the Box Offices.
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(e) There is no existing exclusive agreement or arrangement
between User or any applicable Promoter or Facility and any third party with
respect to the sale of Tickets to Attractions, and no future agreement between
User and any third party shall contain any provision inconsistent with any
provision of this Agreement.
(f) User has obtained all necessary licenses, permits,
agreements, clearances and consents required for User and Ticketmaster to
perform their respective services under this Agreement and the terms of this
Agreement are in accordance with all applicable federal, state and local laws,
rules and regulations.
14. Disclaimer. ALL IMPLIED WARRANTIES EXISTING BY OPERATION OF LAW,
INCLUDING SPECIFICALLY ANY IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND NEGATED BY THE EXPRESS
WARRANTIES PROVIDED HEREIN.
15. Default by User. The occurrence of any of the following events,
continued for 30 days after receipt by User of written notice thereof and its
failure to cure the same shall, at Ticketmaster option, constitute an Event of
Default hereunder and operate to terminate this Agreement and User's right to
the use of the TM System and possession of the Hardware and Software:
(a) The nonpayment by User of any sum required hereunder to be
paid by User;
(b) the default by User under any material term, covenant or
condition of this Agreement, or breach by User of any material representation or
warranty contained herein;
(c) any affirmative act of insolvency by Use:, whether
voluntary or involuntary, or the filing by User, or any third person against
User, of any petition or action under any bankruptcy, reorganization, insolvency
or moratorium law or any other law or laws for the relief of, or relating to,
debtors; provided, however, that no such act shall constitute an Event of
Default unless and until User shall be unable to meet its obligations to
Ticketmaster under the terms of this Agreement; and
(d) the exposure of a substantial part User's property or any
part of the Hard xxxx to any levy, seizure, assignment or sale or by a creditor
or governmental agency.
Upon the happening of any of the foregoing Events of Default, (i) User
shall, without demand, forthwith pay to Ticketmaster all amounts due and owing
pursuant hereto, and (ii) Ticketmaster may, without notice to or demand upon
User, disconnect all Hardware and terminate access to the Software and related
services from the central computer facility, take immediate possession of the
Hardware wherever the same may be located without demand, notice or court order,
and terminate this Agreement.
No remedy referred to in this Section is intended to be exclusive, but
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each shall be cumulative and in addition to any other remedy above or otherwise
available to Ticketmaster at law or in equity.
16. Loss and Damage. User hereby assumes and shall bear the entire risk
of loss and damage to the Hardware, ordinary wear and tear excepted, whether or
not insured against, once installed, unless occasioned by the negligence of
Ticketmaster, from any and every cause whatsoever from the date of installation
at the Box Office until removal thereof following termination of this Agreement.
No such loss or damage to the Hardware shall impair any obligation of User under
this Agreement.
17. Insurance.
(a) User shall, at its own expense, provide and maintain at
all times during the term hereof insurance to protect the Hardware against loss
caused by fire (with extended coverage), vandalism, malicious mischief, theft,
or any other cause in an amount equal to the full replacement value of the
Hardware. Should User become unable to provide or maintain such insurance
coverage, User shall promptly notify Ticketmaster in writing prior to the
expiration of any such coverage, and thereafter, Ticketmaster shall have the
right, but shall not be obligated, to provide insurance coverage for the
occurrences specified above and charge User the costs of such insurance
coverage.
(b) User shall provide, at their sole expense, any and all
other forms of insurance, including, but not limited to, public liability and
property damage insurance, required for their protection and the protection of
Ticketmaster. User shall indemnify and hold Ticket master harmless from and
against any and all risks, claims, expenses (including reasonable attorneys'
fees) or causes of action arising from User's use, possession or operation of
the Hardware, except to the extent of damage caused by the negligence of
Ticketmaster in the repair or maintenance of the Hardware.
18. Miscellaneous.
(a) Taxes: User shall keep the Hardware free and clear of all
levies, liens and encumbrances.
(b) Surrender of Hardware: Upon the expiration or termination
of this Agreement, Principal shall return the Hardware to Ticketmaster in good
repair, condition and working order, ordinary wear and tear resulting from
proper use thereof alone excepted.
(c) Assignment and Sublease: Without the prior written consent
of Ticket master, User shall not (a) assign, transfer, pledge or hypothecate its
rights in this Agreement or any interest therein, or (b) permit the Hardware or
any part thereof to be used, or access to the Software or any part thereof to be
had, by anyone other than User or User's authorized em ployees. Any such
assignment shall not relieve User of any of its obligations hereunder. Any
assignment, transfer, pledge or hypothecation for which consent is required
hereby and which is made without such consent shall be void.
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(d) Indemnity: User shall indemnify Ticketmaster against, and
hold Ticketmaster harmless from, any and all claims, actions, damages, expenses
(including court costs and reasonable attorney's fees), obligations, losses,
liabilities and liens, imposed on, incurred by or asserted against,
Ticketmaster, its successors or assigns, or any joint venturer in Ticketmaster,
occurring as a result of User's management, operation or use of the Hardware,
Software, the TM System, the C.C.A.N. (including but not limited to monies
transferred to incorrect accounts or damages resulting from such transfers,
except to the extent of any willful misconduct by Ticketmaster) or as a result
of, or in connection with, any breach by User of this Agreement.
(e) No Joint Venture: The relationship of Ticketmaster and
User hereunder shall in no way be construed to create a joint venture or
partnership, or to constitute Ticketmaster as an agent or employee of User for
any purpose other than as set forth herein.
(f) Restrictive Covenant: User recognizes and acknowledges
that the TM System as it now exists, including the Hardware and Software
associated with the TM System and all improvements in the state of the art
relative thereto, represents a valuable, special and unique asset of
Ticketmaster. User consents and agrees that it will not, during or after the
term of this Agreement, disclose any information, design specifications,
programs, listings, documen tation or other supporting or related materials or
information of any nature or description whatsoever relating to the TM System,
the Hardware or the Software, or applications, adaptations and modifications
thereof, whether now existing or developed in the future, to any person, firm,
corporation, association or entity for any reason or purpose whatsoever;
provided, however, that this covenant shall not apply with respect to any
information which becomes a matter of general knowledge within the public domain
or if User is obligated to disclose same by reason of any court order, rule or
regulation applicable to the conduct of its business. User does further agree
and acknowledge that any remedy at law for any breach or threatened breach of
the provisions of this Section and the covenants set forth herein will be
inadequate and, accordingly, User grants to Ticketmaster the right and
entitlement to seek injunctive relief for any such breach or threatened breach
of the provisions and covenants herein in addition to, and not in limitation of,
any and all other remedies at law or in equity otherwise available to
Ticketmaster. The expiration or termination of this Agreement by either party
shall not terminate the continuing confidentiality obligations imposed on User
by the terms of this Agreement.
(g) 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 said party's signature (or at such other address as such party shall
specify to the other party in writing) or, if sent by registered or certified
mail, on the third business day after the date on which it is mailed to such
party at said address. Unless specifically stated to the contrary herein, all
notices required under this Agreement must be in writing.
(h) Attorney's Fees: In the event of any action at law or suit
in equity in relation to this Agreement, the prevailing party shall be entitled
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to a reasonable sum for its attorneys' fees.
(i) Applicable Law: This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Nevada. Each party agrees
that this Agreement, and each of its terms and provisions, may be enforced
against any party hereto in any court of competent jurisdiction within the State
of Nevada, and each party hereto fully consents to and submits to the personal
jurisdiction of the State of Nevada for that purpose.
(j) Facility Agreements: In the event that any Attraction is
held at a Facility with which Ticketmaster now has, or may, at the time of the
Attraction, have a ticket service agreement, then, if such ticket agreement
covers the Attraction, this Agreement shall be superseded by such ticket service
agreement and shall not apply to such Attraction.
(k) Entire Agreement: This written Agreement and the Exhibit
hereto constitutes the sole and only agreement of the parties relating to the
matters covered hereby. Any prior or contemporaneous agreements, promises,
negotiations or representations not expressly set forth in this Agreement are of
no force or effect. This Agreement supersedes any and all exiting contracts and
agreements by the parties with respect to the subject matter covered herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
TICKETMASTER-LAS VEGAS, INC., VISITCOM, INC.,
a Nevada corporation a Nevada corporation
By:___________________________ By:___________________________
Title:__________________________ Title:__________________________
c/o Ticketmaster Ticketing Co., Inc. 0000 X. Xxxxxx Xxxxxx
3701 Wilshire Blvd., 0xx Xxxxx X.X. Xxx 000
Xxx Xxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx Attn: Xxxxxxx X. Xxxxx
(000) 000-0000 (000) 000-0000
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