The following Standard Terms and Conditions are hereby incorporated in the Partner Services Agreement.
Box Office: A physical location where a partner accesses the SquadUP System for the sale or management of Tickets.
Content: Any remarks, ideas, graphics, photographs, data, text, audio, video or other information posted to the SquadUP System by Partner or its affiliates.
Buyer: A person who purchases Tickets for an Event listed for sale in the SquadUP System.
Event(s): Any live or recorded entertainment feature, music concert, sporting event, networking event, or cultural attraction or other sponsored, promoted or hosted by Partner for which attendance or passage is limited or restricted through the sale of Tickets.
Service Fees: Any amount charged to a Buyer in excess of the advertised Ticket Face Price for the right to purchase Tickets through the SquadUP System.
Settlement: Periodic payments by SquadUP to Partner of those amounts due to Partner under the terms of this Agreement.
Software: All the computer software, including all upgrades, new releases, new versions and modifications thereto during the term of the Agreement, which partner shall have access to in connection with the sale of Tickets through the SquadUP System.
Ticket: A printed, electronic or other type of evidence of the right to occupy space at or to the enter or attend an Event, even if not evidenced by any physical manifestation of such right, such as a physical ticket, paperless ticket, smart card or electronic bar code.
SquadUP System: All SquadUP proprietary technology, including but not limited to software and all SquadUP operated or licensed services that have or will be established by SquadUP for the purpose of marketing, selling, delivering, printing or otherwise making Tickets available for sale. The SquadUP System includes, but is not limited to, the password-protected, world wide web application, which can be accessed over the Internet by a Partner in order to perform operations related to online ticket sales, Box Office sales, call center sales, marketing tools, website operations, as well as any future modifications to the application and any additions to the application, such as other technologies deployed, owned or licensed by SquadUP in the future relating to providing its Services.
Partner Responsibilities. Partner will make all reasonable efforts to become well versed in operating the SquadUP System and Partner agrees to the following:
Partner shall be solely responsible for operating the Software and for maintaining all aspects of its account and Event listings, including but not limited to, creating Event listings, proofing and amending any Event listings, inputting Ticket prices, and managing on-site operations. Partner agrees to be solely responsible for any and all errors made with regard to inputting Event listing information and maintaining its own Online account.
Partner is responsible for its own Internet access. SquadUP bears no responsibility for the cost of such internet access, service interruptions or functionality impairment caused by corporate firewalls, defects, or other problems or obstacles in a third party’s software.
Partner shall retrieve all account information from its online account via the Internet and shall telephone SquadUP for accessible account information only if extenuating circumstances exist, such as an Internet service interruption our outage.
Partner agrees to adhere to all local, state and federal laws regarding the use of copyrighted material and other intellectual property, including all Content that Partner and its affiliates upload to the SquadUP System. Partner also agrees to adhere to all laws regarding email and mobile marketing, including but not limited to the most current version of the Federal Communications Commission’s CAN-SPAM act. The self-service features afforded to Partner notwithstanding, SquadUP retains the right to review all Content and listings of Events entered into the SquadUP system and to remove any Content that does not comply with these Standard Terms and Conditions.
In the event that Company lends or leases equipment to Partner, Partner agrees to (1) use the equipment solely for the purposes of Events as anticipated by the Agreement, (2) maintain the equipment in good condition and notify Company immediately if the equipment is lost, stolen or becomes damaged, (3) return equipment immediately upon termination of the Agreement and (4) reimburse SquadUP immediately in the event of damage (excluding normal wear and tear) or loss of the equipment.
Partner Content: Any content posted on the SquadUP System by Partner shall remain such Partner’s sole and exclusive property, and Partner shall be solely responsible for its Content and the consequences of posting or publishing it. When Partner posts Content on the SquadUP System, Partner agrees to grant SquadUP a worldwide, limited, non-transferable, non-exclusive license to use such Content owned by the Partner in connection with its provision of the Services to Partner during the Term (and all media services affiliated with the Services) solely for the purposes of operating, maintaining, marketing, evaluating and improving the Services provided to Partner during the Term. By posting Content to the SquadUP System, Partner hereby represents and warrants that it has the right to post that Content and to grant the foregoing rights to SquadUP.
Cancelled Events: If any Event for which Partner sold Tickets is cancelled, postponed, modified for an reason or SquadUP receives a high volume of complaints for a particular event, the Account Balance shall be held and made available for distribution to SquadUP to Ticket purchasers entitled to refunds. For purposes of this Agreement, the term “Account Balance” shall mean the amount of funds held at any time by SquadUP on account of Ticket Sales for all Events, less the amount of Ticket Sales proceeds which SquadUP is entitled to retain hereunder. If at any time, the Account Balance is not sufficient to pay for anticipated refunds or Chargebacks (as defined below), Partner shall deliver the amount of such deficiency (“Deficiency Amount”) to SquadUP no later than twenty-four (24) hours after notice by SquadUP to Partner. SquadUP shall have the right to offset any Deficiency Amount against any amounts held by SquadUP on behalf of Partner. Partner authorizes SquadUP to refund the Ticket price and Service Fees at the original point of purchase.
Chargebacks: Partner shall be responsible for any Chargebacks SquadUP receives from its merchant bank in connection with Events. SquadUP reserves the right to hold the Account Balance due, deduct Chargebacks from Settlements or to bill partner for up to twelve (12) months after the occurrence of an Event. For purposes of the Agreement, “Chargebacks” shall mean cardholder dispute, fraud, declined transaction, returned Tickets or Cancelled Events, etc. For certain continuing Events, Company reserves the right to 5% of all Settlements as a reserve against chargebacks up to but not exceeding six (6) months following the date of such Event. Company will notify Partner if Company will hold any Settlement amounts as a chargeback reserve at the time the respective Event is created in the SquadUP System and tickets are available for sale.
Insolvency; Security for Repayment: Partner shall provide immediate written notice to Company in the event it files any voluntary or involuntary petition under the bankruptcy or insolvency laws or upon any appointment of a receiver for all or any portion of Partner’s business or the assignment of all or substantially all of the assets of Partner for the benefit of creditors. The parties agree that the Agreement constitutes a financial accommodation by Company to Partner as such term is utilized in 11 U.S.C art. 365.
Other: Partner may authorize SquadUP to grant refunds for any other reason. Company in its sole discretion, may effectuate such a refund and in such event Company may deduct the amounts for such refunds from Settlement.
Taxes. Partner is responsible for all taxes, including any city, county, state or federal taxes related to the sale of Tickets, but not including that portion of Service Fees retained by Company. Partner is solely responsible for including all applicable taxes in the Ticket Price and for remitting appropriate taxes to the proper tax authorities.
Representations and Warranties.
Each Party represents, warrants and covenants to the other that:
It is duly organized and in good standing under the laws of its state of organization and has the requisite power to enter into and perform the Agreement;
The Agreement has been duly authorized, executed and delivered by it and constitutes a valid, legal and binding agreement, enforceable in accordance with its terms;
The entering into and performance of the Agreement will not violate any judgment, order, law, regulation or agreement applicable to such Party or any provision of such Party’s charter or bylaws, or violate the rights of any third party, or result in any breach of, or constitute a default under, any other agreement to which they are a party, including, without limitation any agreement of Partner’s for the sale or other disposition of Tickets for an Event; and
The individual executing the Agreement, and whose signature appears below is empowered to execute the Agreement
Limitation of Liability. IN NO EVENT SHALL SQUADUP BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THE AGREEMENT OR ANY CONFIDENTIAL INFORMATION, EVENT IF COMPANY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IT IS AGREED AND UNDERSTOOD THAT COMPANY SHALL NOT BE LIABLE TO PARTNER FOR THE PRINTING AND SALE OF COUNTERFIT TICKETS. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, PARTER AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THE AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL IN NO EVENT EXCEED THE TOTAL SERVICE FEES EARNED BY SQUADUP UNDER THE AGREEMENT.
Indemnity and Insurance.
Partner shall indemnify Company and its successors, assigns, officers, directors, employees and agents against and hold harmless from, any and all claims, damages, actions, losses, liabilities, costs and expenses, foreseen or unforeseen, of any kind, including attorney fees (“Damages”), imposed on, incurred by, or asserted against SquadUP indemnitees occurring as a result of, or in connection with, a) any Event of Default (as defined below) under the Agreement by Partner; b) any Event held or scheduled to be held at the Venue, including but not limited to physical damage or personal harm incurred in connection therewith; c) any cancellation of an Event by Partner, d) Partner’s failure to allocate a sufficient number of Tickets for an Event, e) any mis-use of the SquadUP System by Partner, f) any use or attempted use by a Buyer of counterfeit Tickets or g) Partner’s use of any Buyer’s profile information or communication with an Buyer, except to the extent that any such claim under subsections a) through g) relates to Partner gross negligence or willful misconduct with respect thereto.
SquadUP shall indemnify Partner and its successors, assigns, officers, directors, employees and agents (“Partner’s Indemnitees”) against and hold harmless from, any and all Damages, imposed on, incurred by, or asserted against Partner’s Indemnitees occurring as a result of, or in connection with, a) any Event of Default (as defined below) under the Agreement by parties or b) any alleged patent, trademark or copyright infringement asserted against Partner’s Indemnitees with respect to Partner’s authorized use of the SquadUP System, except to the extent any such claim under subsections a) or b) relates to Partner’s gross negligence or willful misconduct with respect thereto.
Confidentiality. The Parties hereby acknowledge that, in the course of exercising their respective rights or carrying out their respective duties described in this Agreement, either may come into possession of certain confidential information about the other in which the other has a proprietary interest. The Parties on a confidential basis and shall not be disclosed to any third party without the prior written consent of each other party, except as a required by law or a court order of competent jurisdiction.
Severability. If one or more provisions of the Agreement are held by a court of law to be invalid or enforceable, such provisions or portions thereof shall be severed herefrom. The balance of the Agreement shall remain intact in accordance with its terms.
The Agreement may be terminated by either Party in the event of any material default in or material breach of the terms and conditions of the Agreement by the other Party, after the other Party has received written notice of default and thirty (30) business days (or ten (10) business days, in the case of a monetary default) to cure such default (each such occurrence, after the expiration of such a cure period, shall be an “Event of Default”); or the filing of any voluntary or involuntary petition against the other Party under the bankruptcy or insolvency laws of any applicable jurisdiction, which petition is not dismissed within sixty (60) days of filling, or upon any appointment of a receiver for all or any portion of the other Part’s business, or any assignment of all or substantially all of the assets of such other Party for the benefits of creditors.
The Agreement may be terminated by SquadUP in the event any act by Partner infringes on or threatens to cause any infringement or Company (or Company licensor) intellectual property or other property right, including without limitation, any copyright, license right or trade secret right, and Partner fails to refrain from so acting with five (5) business days’ written notice from Company.
Relationship of the Parties. Each Party is an independent contractor and not an agent or partner of, or joint venture with, the other Party for any purpose other than as set forth in the Agreement. Neither Party by virtue of the Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.
Notices. Any notices required to be given under the Agreement must be sent to each Party, in writing, at the address set forth immediately below the signature line hereto or at such address as may be provided by each party in writing from time to time, by certified or registered mail, return receipt requested or by an overnight courier. Notices will be deemed effective the day following sending if sent by overnight courier or five days after sending if sent by certified or registered mail.
1750 14th Street
Santa Monica, CA
Binding Agreement. The terms, conditions, provisions and undertakings of the Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns; provided, however, that the Agreement shall not be binding until executed by each of the Parties.
Amendments/Entire Agreement. The Agreement shall not be changed, modified or amended in any respect without the mutual written consent of both Partner and Company. The Agreement contains the entire understanding between the Parties and supersedes all prior negotiations, representations, understandings or agreements.
Applicable Law, Jurisdiction and Attorney’s Fees. The Agreement shall be interpreted and governed by the laws of the State of California, without reference to conflict of laws principles. Each of the Parties agrees that the state courts and the United States federal courts that are located in the State of California shall each have subject matter jurisdiction hereunder and personal jurisdiction over each of the Parties as to any claims brought under the Agreement. Each such Party hereby consents thereto, and hereby waives any right it may have to object to venue to the extent that any proceeding is conducted in accordance with the foregoing provision. The prevailing party for any such action shall be entitled to a reasonable sum of its attorneys’ fees.