Loading...
09-15-2017 Eventbrite Services Agreement - The Town of Avon - Ben Harper 1 Eventbrite Services Agreement This Eventbrite Services Agreement (the “Agreement”), effective as of the later date signed below (“Effective Date”), is between Eventbrite, Inc. (“Eventbrite”) and The Town of Avon (“Organizer”), each of which will be referred to individually as a party and collectively as the parties. Eventbrite Username: cwillis@avon.org Event: Ben Harper on 9/15 Event Date: September 15, 2017 1. Pricing The following pricing applies to the event or events stated above (the ''Events''): (a) Fees: The fees stated below will be referred to as “Service Fees.” i. Eventbrite Service Fee: Paid Events: 2.5% of the Face Value + USD 1.00 per paid ticket, registration or item sold on the Site, subject to a cap of USD 5.00. Free Events: 0% of the Face Value + USD 0.00 per free ticket or registration issued on the Site. “Face Value” means the value of Organizer’s ticket, registration or item listed under “Price” or words of similar meaning on the Event listing page on the Site. ii. Point of Sale Service Fee: 0% of the Face Value + USD 0.00 per ticket, registration or item sold through an Eventbrite point of sale solution (a “Point of Sale Solution”), subject to a cap of USD 0.00. iii. Eventbrite Payment Processing Fee: When using the Eventbrite Payment Processing Service (“EPP”), an additional service fee of 3% of the ticket, registration or item Transaction Value will apply for all credit card, debit card, bank transfer transactions and other electronic payment options permitted under EPP. “Transaction Value” means the value of Organizer’s transaction processed by Eventbrite, excluding Service Fees (i.e., the EPP Fee is not charged on the Eventbrite Service Fee or the EPP Fee), unless Organizer elects to absorb the Service Fees into the Face Value. EPP is required for all Point of Sale Solution transactions. (b) Royalty: Up to 10% of the Face Value per paid ticket or registration sold on the Site (which will increase the cap stated in Section 1(a)(i)). (c) Terms: For tickets, registrations or items processed in USD, Organizer agrees to pay the Service Fees stated in Section 1. For tickets, registrations or items processed in currencies other than USD, Organizer agrees to pay the Services Fees stated at www.eventbrite.com/fees. Download and use of Eventbrite mobile applications, including Point of Sale Solution applications, is free. 2. Royalties When using EPP and upon the request of Organizer, for each paid ticket or registration sold by Organizer on the Site, Eventbrite will collect a royalty from the buyer (the “Royalty”). The Royalty amount will not exceed the amount stated in Section 1(b). Organizer must send written requests (email being sufficient) to add a Royalty to its Eventbrite account manager at least 5 business days before the onsale date of the applicable Event. Eventbrite will collect Royalties from buyers at the time of ticket or registration purchase along with (and displayed as a part of) the Eventbrite Service Fee. Eventbrite will not collect Royalties through Point of Sale Solution transactions and will not pay pay Royalties on tickets or registrations that are refunded to the buyer (e.g. a chargeback). Eventbrite will pay Royalties to Organizer according to the method selected by Organizer for the Event Registration Fees (as defined in the Terms of Service) to which the Royalty relates. The EPP Fee applies to Royalties. 3. Equipment (a) Upon request, Eventbrite will lease Organizer (i) a reasonable number (as determined by Eventbrite based on the size of the given Event) of barcode scanners to assist with entry management at the Events; and (ii) a reasonable number (as determined by Eventbrite based on the anticipated volume of on-site sales at the given Event) of ATD devices preloaded with a Point of Sale Solution (collectively, the “Equipment”). Organizer agrees to return Equipment to Eventbrite in the same condition as it was delivered (reasonable wear and tear excepted). Should Organizer fail to return any Equipment in such DocuSign Envelope ID: 0863ED74-EA81-4664-BFA0-9EA59B43CFFD 2 condition upon conclusion of an Event, Organizer will be obligated to reimburse Eventbrite for its actual, reasonable costs to repair the Equipment or to acquire replacement Equipment. Organizer will be responsible for using the Equipment in a manner that complies with all international, federal, state and local laws and the rules and regulations of all credit card companies. In consideration of such lease, Organizer agrees to pay Eventbrite’s standard charges at the time of the Event. Organizer agrees to pay Eventbrite’s actual cost of shipping the Equipment. (b) Organizer must request all Equipment in writing to its Eventbrite account manager at least 14 days before the applicable Event. All Equipment leases under this Agreement will be short-term leases for the duration of the applicable Event. Short-term Equipment leasing is available in the United States, United Kingdom, Australia, Netherlands, France, Germany, Ireland and South Africa. Eventbrite’s Point of Sale Solutions process transactions only in the United States. Organizer may pick up Equipment from Eventbrite or Eventbrite will ship Equipment to Organizer (at Organizer’s expense) under the terms of a separate Equipment Lease Agreement. Organizer may not transport, export or transfer Equipment outside of the state or country in which it is leased to Organizer. Organizer is responsible for providing Internet access, hardline power and other items reasonably required for the Equipment to function. 4. Terms of Service During the Term, Eventbrite agrees to provide Organizer with the services described in this Agreement, including granting Organizer access to (i) Eventbrite’s ticketing and registration platform and software; (ii) Eventbrite’s websites and domains (including all webpages, subdomains and subparts, the “Site”); and (iii) the Eventbrite apps (the “Services”). Organizer agrees that by entering into this Agreement and/or by using the Site and/or the Services, Organizer is bound by the Eventbrite Terms of Service (the “Terms of Service”), which are incorporated into this Agreement by reference. A copy of the Terms of Service is available at www.eventbrite.com/tos/. In the event of a conflict between this Agreement and the Terms of Service, this Agreement will control. 5. Term and Termination This Agreement commences on the Effective Date and continues until the later of (i) the Event(s) stated on page 1 have occurred; and (ii) the date on which both parties have fulfilled their obligations under this Agreement (the ''Term''). Each party may terminate this Agreement before the end of the Term only if the other party (i) materially breaches or defaults under this Agreement or the Terms of Service and fails to cure the material breach or default (if curable) within 30 days of receiving written notice thereof; or (ii) is subject to a filed bankruptcy petition or formal insolvency proceeding. 6. Representations and Warranties 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 jurisdiction 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, including any agreement for the sale of tickets or registrations; and (iv) the undersigned for each party has the full right, legal power and actual authority to bind such party to this Agreement. 7. Confidentiality Organizer acknowledges and agrees that this Agreement and its terms constitute the confidential information of Eventbrite. Organizer covenants and agrees that Organizer will hold in confidence and will not disclose this Agreement or any of its terms to any other person or entity, other than those employees, contractors or agents of Organizer having a need to know such information in connection with exercising Organizer’s rights or fulfilling Organizer’s obligations under this Agreement and only insofar as such persons are bound by nondisclosure obligations consistent with this Agreement. Notwithstanding the foregoing, Eventbrite acknowledges that Organizer is a Colorado municipal corporation that is subject to the Colorado Open Records Act (C.R.S. §24-72-101 et. seq.) and other laws which may require disclosure, further acknowledges that this Agreement constitutes a “public record” as defined in the Colorado Open Records Act, and agrees that this Agreement shall not be construed to prevent the Organizer from releasing or disclosing this Agreement in accordance with the law. 8. Governing Law and Dispute Resolution This Agreement is governed by the laws of the state of California, excluding conflict of law rules. In the event of any dispute arising under this Agreement, the parties will, for 30 days following receipt of written notice of the dispute by a party from the other party, use good faith efforts to resolve the dispute by mutual agreement before initiating legal action. The “Binding Arbitration” Section of the Terms of Service will not apply to this Agreement or any disputes between Eventbrite and Organizer. All disputes, proceedings or claims arising out of or relating to this Agreement or the relationship between the DocuSign Envelope ID: 0863ED74-EA81-4664-BFA0-9EA59B43CFFD 3 parties will be brought and litigated exclusively in the federal or state courts of San Francisco, California, USA and each party consents to personal jurisdiction in those courts. Notwithstanding anything in the Terms of Service to the contrary, each party will bear its own costs and expenses arising out of any dispute under this Agreement, unless a court determines that one party substantially prevails in the dispute. 9. Assignment and Transfer This Agreement is personal to Organizer and may not be assigned or transferred (whether by operation of law or otherwise) by Organizer without Eventbrite’s prior written consent, except to a successor as a result of a Change of Control. In addition, Organizer will assign this Agreement to any successor to substantially all or all of its assets related to this Agreement, and will ensure that all entities subject to the “Exclusivity” Section of this Agreement are bound by the terms and conditions of this Agreement. This Agreement will be binding on and inure to the benefit of each of the parties and their respective successors and assigns. 10. Miscellaneous This Agreement (including the Terms of Service) constitutes the entire agreement between Organizer and Eventbrite concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, discussions and communications (oral and written) on the subject matter. This Agreement may be executed in counterparts (including PDF and other electronic copies), which taken together will constitute one instrument. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. 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. Signature page follows DocuSign Envelope ID: 0863ED74-EA81-4664-BFA0-9EA59B43CFFD 4 IN WITNESS WHEREOF, each party has executed this Agreement as of the Effective Date. Eventbrite, Inc. The Town of Avon By: \s2\ By: \s1\ Name: \n2\ Name: \n1\ Title: \t2\ Title: \t1\ Date: \d2\ Date: \d1\ Eventbrite Services Agreement DocuSign Envelope ID: 0863ED74-EA81-4664-BFA0-9EA59B43CFFD Virginia Egger 2017-07-14 Town Manager 2017-07-14 Julia Taylor Sr Corporate Counsel