EVENTBRITE SPONSORSHIPS BETA SERVICES AGREEMENT

Updated: September 1, 2019

This Eventbrite Sponsorships Beta Services Agreement (the “Agreement”), effective as of the later date signed below (“Effective Date”) is made and agreed to between Eventbrite, Inc. (“Eventbrite”) and Sponsor (“Sponsor”), each of which will be referred to individually as a party and collectively as the parties.

1. Terms and Conditions

Sponsor agrees that by entering into this Agreement, Sponsor is bound by the Eventbrite Terms of Service (a copy of which is located at https://www.eventbrite.com/tos) (the “Terms of Service”), which is incorporated into this Agreement by reference. Sponsor further acknowledges that it has read Eventbrite’s Privacy Policy (a copy of which is located at https://www.eventbrite.com/privacypolicy). Any capitalized terms not otherwise defined herein will have the meaning ascribed to them when initially defined in either the Terms of Service or Privacy Policy.

2. Services

During the Term, Eventbrite agrees to provide Sponsor with the Sponsorship Beta Services, as defined below.

3. Definitions

A. The “Content Channels” mean the websites, mobile applications, blogs, emails, newsletters, social media posts, and other content channels and/or sponsorship activation opportunities operated and/or utilized by Eventbrite, including, without limitation, events listed on the Services (each, an “Event”).

B. “Featured Content” means the artwork, text, graphics and media files featuring Sponsor for publication in Content Channels, including, without limitation, images, messaging (including calls to action), and core campaign colors.

C. “Eventbrite Sponsorships Beta Services,” or “Sponsorships Services,” means Eventbrite’s incorporation, display, and publication of Featured Content in Content Channels (“Placement”), in the manner specified by the Sponsor when purchasing Eventbrite Sponsorships Beta Services through the beta sponsorship marketplace platform available within the Eventbrite website (“Sponsorship Marketplace Platform”) or as otherwise mutually agreed upon by Eventbrite and Sponsor in writing. The Sponsorships Services are deemed to be a “Service” for all purposes under the Terms of Service.

D. Eventbrite may partner with any third-party vendor, fulfillment partner, Organizer, venue owner, asset owner, marketing agency, or media broker (each, a “Fulfillment Partner”) to offer the Sponsorship Marketplace Platform. Unless otherwise expressly stated in writing or in the Sponsorship Marketplace Platform, the Eventbrite Sponsorships Beta Services do not include any guaranteed number of impressions, sales, leads generated, or leads closed.

E. “Confidential Information” means any non-public business or technical information of Eventbrite, including, without limitation, information relating to business processes, operations, product and services plans, costs, prices, marketing plans, business opportunities, personnel, research, development or know-how, which: (i) if disclosed in writing, is identified or marked as “confidential” by Eventbrite at the time of disclosure; or (ii) if disclosed in any other manner, under the circumstances of disclosure or due to the nature of the information, a person exercising reasonable business judgment would understand such information to be confidential or proprietary.

4. Insertion Order, Payment

A. In order to use the Sponsorship Marketplace Platform, Sponsor must provide Eventbrite with a completed Insertion Order (either through Eventbrite’s designated portal or by PDF) (the “Insertion Order”) and must provide Eventbrite with a valid credit card upon Eventbrite’s request. In the event of a conflict between the terms and conditions of an accepted Insertion Order and the terms and conditions of this Agreement, the terms and conditions of the accepted Insertion Order will prevail. Eventbrite and any Fulfillment Partner may decline or discontinue any Insertion Order or portion thereof in Eventbrite’s or any Fulfillment Partner’s sole discretion, and Eventbrite does not guarantee timely acceptance of an Insertion Order. If Eventbrite or any Fulfillment Partner declines or discontinues any Insertion Order or portion thereof prior to the conclusion of the applicable Event, Eventbrite may, in its discretion, either refund a reasonably prorated portion of amounts paid (if any) for such Insertion Order, based on Sponsorships Services ordered but not provided, or allow Sponsor to apply such amount to a future use of the Eventbrite Sponsorships Beta Services.

B. The price range displayed prior to or at the time of placing the Insertion Order is only an estimate. The fees for each Insertion Order will be calculated at the commencement of the applicable Event based on the number of actual online sales for the Event via the Services. As determined by Eventbrite, a portion of such fees will be Eventbrite’s fee and a portion of such fees will be the fee of the Organizer or other Fulfillment Partner. As of the Effective Date, Eventbrite’s standard portion is 15% of the Insertion Order fee. Eventbrite does not guarantee that the number of sales will equal or approximate the number of individuals who attend the Event. Sponsor agrees to pay such fee within 30 days after the commencement of the Event. If Eventbrite is unable to charge Sponsor’s credit card for the fee, Sponsor agrees to pay such fee within 30 days after the commencement of the Event. All fees payable under this Agreement are net amounts and are payable in full, without deductions for any sales, use, excise, value-added, withholding or similar taxes or duties that may be applicable. Eventbrite may, without prejudice to any other rights or remedies, at its option, charge Sponsor interest on any past due payments at one and one half (1.5%) percent per month, calculated in US dollars, or the maximum rate permitted by law, whichever is less, and additionally charge all expenses of recovery.

5. Featured Content

Sponsor agrees to deliver to Eventbrite any materials and other deliverables required by Eventbrite to publish the Featured Content and to fulfill any Offerings. For Placements of Featured Content on the Eventbrite Site, Eventbrite will endeavor to preview the Placement to Sponsor. Eventbrite retains full discretion over the specifications for each Placement. In the event that Sponsor fails to provide such materials or approve any Featured Content as required under this Section: (a) Eventbrite may, at its discretion, modify the date of the Featured Content’s Placement or terminate the Eventbrite Sponsorships Beta Services for such Featured Content; (b) Eventbrite will not be liable to Sponsor or any third party for any delay or failure in the performance of the Eventbrite Sponsorships Beta Services; and (c) to the extent that Eventbrite is required to expend time, effort, or resources in order to complete or finalize the Featured Content, Sponsor agrees to reimburse Eventbrite for such costs, as invoiced to Sponsor on a time and materials basis. Content requested by Sponsor from Eventbrite is to be submitted in web-optimized jpg format with pixel dimensions necessary for optimal resolution within the Content Channel, or as otherwise specified by Eventbrite. Any files that are submitted that do not meet Eventbrite’s basic specifications may be subject to editing fees. Eventbrite reserves the right to reject any content Sponsor submits for Featured Content and Eventbrite and its Fulfillment Partners have final approval rights over all Featured Content. The Featured Content will be distinguished in the Content Channels as paid or prompted content, and Eventbrite retains full discretion over the content surrounding the Featured Content. Sponsor acknowledges that absent a written agreement otherwise, Featured Content may be displayed in proximate distance to substantially similar or competing content sponsored by a third party and that Eventbrite does not guarantee Sponsor’s exclusivity as a sponsor or advertiser in any category. Without limiting the generality of the foregoing, the Eventbrite Sponsorships Beta Services are provided on a nonexclusive basis, and nothing in this Agreement or any Insertion Order will limit Eventbrite’s or any Fulfillment Partner’s right to sell or offer available Content Channel inventory itself, or provide other third parties the right to sell or offer available Content Channel inventory.

6. Intellectual Property; License

As between Sponsor and Eventbrite: (i) Sponsor owns and retains all right, title and interest in and to the content it provides to Eventbrite for the Featured Content, and all intellectual property rights therein; and (ii) Eventbrite owns and retains all right, title and interest in (a) any content it provides to the Featured Content excluding any of Sponsor’s intellectual property rights therein; and (b) to the Content Channels, and all intellectual property rights therein. Sponsor hereby grants to Eventbrite a royalty-free, worldwide, non-exclusive license to use, perform, distribute, display, transmit, modify, and reproduce the Featured Content as reasonably required to enable Eventbrite to perform the Eventbrite Sponsorships Beta Services.

7. Term and Termination

The term of this Agreement will begin on the Effective Date, and unless earlier terminated, will automatically expire upon the earlier of (a) each party’s fulfillment of its obligations as requested by the Sponsor within the Sponsorship Marketplace Platform; or (b) Eventbrite’s termination or suspension of the Eventbrite Sponsorships Beta Services or Sponsorship Marketplace Platform. Either party may terminate this Agreement if the other party breaches any material term hereof and fails to cure such breach within thirty (30) days following written notice to such party. Upon the expiration or termination of this Agreement: (i) all amounts Sponsor owes to Eventbrite that have not yet been paid will become immediately due and payable; and (ii) Eventbrite’s obligation to perform the Eventbrite Sponsorships Beta Services will immediately expire. If Sponsor terminates (or attempts to terminate) this Agreement for any reason other than Eventbrite’s breach, Sponsor will still owe Eventbrite all fees stated in the Sponsorship Marketplace Platform, and all such fees will become immediately due and payable, even if the Eventbrite Sponsorships Beta Services associated with such fees have not yet been performed. Eventbrite may terminate any entry in the Sponsorship Marketplace Platform at any time by providing written notice to Sponsor.

8. Representation and Warranties

A. Each party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state of its formation; (ii) it has all requisite power and authority to enter into this Agreement and to carry out the transactions stated in this Agreement; (iii) the entering into and performing of this Agreement will not result in any breach of, or constitute default under, any agreement to which it is a party; and (iv) the undersigned for each party has the full right, legal power and actual authority to bind such party to this Agreement.

B. Sponsor represents and warrants that (i) it owns, or has obtained, all rights, title, and licenses (including, without limitation, any third party permissions and consents) necessary to provide the Featured Content to Eventbrite, and to enable Eventbrite to perform the Eventbrite Sponsorships Beta Services without the requirement of paying any additional fees, royalties, or compensation to any third party; (ii) it’s Featured Content complies with all applicable laws, rules, and regulations; (iii) it’s Featured Content complies with the terms of this Agreement and Eventbrite’s Sponsorship Marketplace Content Guidelines (attached hereto as Exhibit A); and (iv) Sponsor in good faith intends for the event advertised within the Featured Content to take place as stated in such Featured Content, and Sponsor agrees to notify Eventbrite immediately if it knows, or has reason to believe, that the foregoing representation and warranty may no longer be accurate. Notwithstanding anything to the contrary herein, Sponsor acknowledges and agrees that, as between Sponsor and Eventbrite, Sponsor will be solely responsible for the offerings, brands, goods, events or services (individually and collectively, “Offerings”) Sponsor is advertising under this Agreement, and that Eventbrite will have no liability with respect thereto.

9. Disclaimer of Warranties; Beta Program

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EVENTBRITE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THIS AGREEMENT, THE SPONSORSHIP MARKETPLACE PLATFORM, THE CONTENT CHANNELS, AND THE EVENTBRITE SPONSORSHIPS BETA SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EVENTBRITE MAKES NO GUARANTEES CONCERNING THE ULTIMATE VALUE TO SPONSOR OF THE EVENTBRITE SPONSORSHIPS BETA SERVICES.

Sponsor acknowledges and understands that the Eventbrite Sponsorships Beta Services are provided as part of an early-release, early-access program by which Eventbrite agrees to make available certain beta and other pre-release software, services, equipment, and related documentation, materials, and information to Sponsor from time to time on a voluntary basis for the purpose of providing Eventbrite with feedback on the quality and usability of the Eventbrite Sponsorships Beta Services. Sponsor further acknowledges and understands that the Eventbrite Sponsorships Beta Services may not meet the same level of performance as that of a commercially available product offering, and that the Eventbrite Sponsorships Beta Services may not operate correctly and is subject to substantial modification, including deprecation, during and after the Term. Notwithstanding anything to the contrary herein, Eventbrite may revoke Sponsor’s access to the Eventbrite Sponsorships Beta Services and terminate this Agreement at any time.

10. Indemnification

Sponsor agrees to indemnify, defend, and hold harmless Eventbrite from and against all claims, proceedings, demands, damages, costs, expenses, or losses (including, without limitation, court costs and attorneys’ fees) arising out of or in connection with: (i) Sponsor’s breach of this Agreement; (ii) Sponsor’s Featured Content; (iii) displaying Sponsor’s Featured Content in the Content Channels; and (iv) the Offerings which are the subject of the Featured Content (including, without limitation, any warranty, liability, misrepresentation or false advertising. an Offering being materially not as described, personal injury, property damage, or other damages or losses which are based upon or arise out of Sponsor’s Offerings).

11. Limitation of Liability

EVENTBRITE’S TOTAL LIABILITY UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO EVENTBRITE BY SPONSOR PURSUANT TO THE SPONSORSHIP MARKETPLACE PLATFORM LISTING(S), LESS ANY AMOUNTS PAID TO ANY FULFILLMENT PARTNER, GIVING RISE TO THE LIABILITY. IN NO EVENT WILL EVENTBRITE, OR ANY FULFILLMENT PARTNER, BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) RELATED TO THIS AGREEMENT OR THE USE OR QUALITY OF THE EVENTBRITE SPONSORSHIPS BETA SERVICES, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT EVENTBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. Confidentiality

Sponsor acknowledges and agrees that this Agreement and its terms constitute Eventbrite’s Confidential Information. Sponsor covenants and agrees that Sponsor will hold in confidence and will not disclose this Agreement or its terms to any other person or entity, other than those employees, contractors or agents of Sponsor having a need to know such information in connection with exercising Sponsor’s rights or fulfilling Sponsor’s obligations under this Agreement and only insofar as such persons are bound by nondisclosure obligations consistent with this Agreement. Sponsor covenants and agrees that it will not use any Confidential Information except for the purposes of exercising Sponsor’s rights or fulfilling Sponsor’s obligations under this Agreement. Sponsor will use commercially reasonable efforts to maintain the confidentiality of the Confidential Information in its possession.

13. Governing Law and Dispute Resolution.

This Agreement will be governed by and construed in accordance with the laws of California excluding its conflicts of law rules. In the event of any dispute arising under this Agreement, the parties will, for 30 days following written notice of the dispute, use good faith efforts to resolve the dispute by mutual agreement before commencing legal action. Any legal action or proceeding arising out of this Agreement will be brought in the federal or state courts located in San Francisco, CA, and the parties hereby irrevocably consent to personal jurisdiction and venue in San Francisco.

14. Miscellaneous.

The relationship created by this Agreement is that of independent contractors, and nothing contained in this Agreement will be deemed or construed as creating any partnership, joint venture, employment relationship, agency or other relationship between the parties. This Agreement (including the Insertion Order) constitutes the entire agreement between Eventbrite and Sponsor concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, discussions and communications (oral and written) on the subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision should be modified by the court and interpreted so as best to accomplish the objectives of the original provision, and the remaining provisions of this Agreement will remain in effect. The failure by Eventbrite to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Sponsor may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Eventbrite’s prior written consent, and any attempt by Sponsor to do so without such consent shall be void and of no effect. This Agreement may be executed in counterparts (including PDF and other electronic copies), which taken together will constitute one instrument.

 

 

 

EXHIBIT A

1. Particulars

We support freedom of speech and assembly, and want to help cultivate safe spaces for everyone. If your Featured Content violates the Sponsorship Beta Services Agreement or these Sponsorship Marketplace Content Guidelines, we’ll remove it from the Content Channels. Otherwise, we welcome all parties and views that behave responsibly.

2. Do's

A. Positive and Inclusive Content
Featured Content that celebrates different cultures, countries, and voices is highly encouraged. Express yourself and inspire our community with your unique perspective and insight. Whether you’re interested in wine, email marketing, dance, coding, or nearly anything else—you’re free to create Featured Content that bring your community together.

B. Accurate Content
Featured Content should be accurate. Any details of an Offering in your Featured Content Placement should be an accurate reflection of the Offering.

3. Don'ts

A. Content Promoting Illegal Activity
Featured Content may not be used to facilitate criminal activity of any kind. We will work with law enforcement when we have reason to believe there is a legitimate risk to the safety of any individual or the community. Additionally, organizations that participate in terrorist activity or organized criminal activity are not allowed on Eventbrite—and neither is Featured Content that supports or encourages these organizations.

B. Content that Infringes Copyrights or Trademarks
Featured Content may not include content you did not create or receive permission to use. This includes, but is not limited to, all artwork, text, graphics and media files for Placement in the Content Channels.

C. Hateful or Dangerous Content
Featured Content may not include content that promotes or encourages hate, violence, or harassment toward others and/or oneself. Specifically, content that promotes hate towards, or the harassment of, individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity will not be permitted on our site.

D. Graphic or Undesirable Content
Featured Content may not contain any of the following types of content: pornography; violent or graphic content; explicit drug or alcohol promotion or use; excessive violence; false or misleading claims; harm to people or animals; cigarettes; adult products or contraceptives; the promotion of deceptive investment opportunities; malware, phishing or other services harmful to technology or personal information; firearms; or counterfeit or fake goods. Listings containing profanity or nudity will not be approved for promotion.

E. Content Requesting Sensitive Information
Featured Content may not be used to solicit the collection of credit card numbers, Social Security Numbers or similarly sensitive information. Beyond this, be thoughtful about the kind of information you collect or retain through Featured Content, keeping in mind global privacy regulations.

F. Content that Disrespects Our Community
Most importantly, we expect you to respect the individuals, organizations, and groups that are a part of the Eventbrite community. If your Featured Content calls into question generally positive intent, there’s no place for it on the Content Channels.

Modifications

The Services and our business may change from time to time. As a result, at times it may be necessary for us to make changes to these Sponsorship Marketplace Content Guidelines. We reserve the right, in our sole discretion, to update or modify these Sponsorship Marketplace Content Guidelines at any time (collectively, "Modifications"). We will provide you a copy of the Modifications in writing, upon which time the Modifications become effective.