SponsorUnited Subscription Terms of Service
This SponsorUnited Subscription agreement Terms of Service (“Agreement”) is entered into by and between the SponsorUnited entity set forth below (” SponsorUnited” or “SU”) and the entity or person placing an order for or accessing any Services (“Customer”, “Client” or “you”). If you are accessing or using the Services on behalf of your company, and all references to “Customer”, “Client” or “You” reference your company. In the event that You are engaging with SponsorUnited for a limited period of time for the sole purpose of testing an evaluating the SU Platform’s utility for Your business in contemplation of entering into a longer term engagement with SponsorUnited (a “Pilot Subscription”), the terms of this Agreement, excepting only the fee obligations in Section 11, shall apply with respect to such Pilot Subscription.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective start date listed in the synopsis at the end of this agreement.
As used in this Agreement, “SponsorUnited” means SponsorUnited, Inc., a Delaware corporation with offices at 857 Newfield Ave., Stamford, CT 06905 USA.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
” Aggregated Statistics” has the meaning set forth in Section 2.
” Authorized User” means Client and Client’s employees (i) who are authorized by Client to access and use the SU Platform under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the SU Platform has been purchased hereunder.
” Client Data” means, other than Aggregated Statistics information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or any other Authorized User through the SU Platform.
“SU Data” means all data regarding the professional and amateur sports and entertainment sponsorship fields, including (among other things) usage patterns, trends, and pricing, that SU has or may hereafter acquire and incorporate into the SU Platform or otherwise communicate to Client.
“SU IP” means the SU Platform, the associated documentation, the SU Data and all intellectual property provided to Client or any other Authorized User in connection with the foregoing, together with any components or modules thereof or derivative works based thereon.
”SU Platform” means the subscription-based software platform that affords properties a digital snapshot and analysis of opportunities to partner with brands, ultimately for the sale of sponsorships provided by SU under this Agreement that are detailed on SU’s website available at SponsorUnited.com.
2. Access and Use
2.1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other/the terms and conditions of this Agreement, SU hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the SU Platform, and to access the associated SU Data, during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. SU shall provide you the necessary passwords and access credentials to allow you to access the SU Platform.
2.2. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the SU Platform, any software component of the SU Platform for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) use any work product generated by the SU Platform to provide, or to assist in or further the provision of, any sponsorship pricing analytics services, or any other services for the benefit of any third party; (ii) attempt to decompile, disassemble, translate or reverse engineer any component of the SU Platform; or (iii) grant or purport to grant any third party any right, title or interest in and to the SU Platform. For the duration of any Pilot Subscription, Customer agrees to access and use the SU Platform and/or related services only for internal testing and evaluation purposes, and for no other purposes whatsoever, and to limit access to and use of the SU Platform and/or related services to Customer’s authorized users, solely for such purposes and in accordance with the terms of this Agreement.
2.3. Aggregated Statistics. Client acknowledges that the continued effectiveness of the SU Platform depends upon its continued compilation of up-to-date industry sponsorship and advertising information. Accordingly, and notwithstanding anything to the contrary in this Agreement, SU may monitor Client’s use of the SU Platform and collect and compile data and information related to Client’s use of the SU Platform to be used by SU in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SU Platform (” Aggregated Statistics”). As between SU and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by SU. You acknowledge that SU may compile Aggregated Statistics based on Client Data input into the SU Platform. You agree that SU may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or Client’s Confidential Information.
2.4. Reservation of Rights. SU reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the SU IP.
2.5. Suspension. Notwithstanding anything to the contrary in this Agreement, SU may temporarily suspend Client’s and any other Authorized User’s access to any portion of the SU Platform if: (i) SU reasonably determines that (A) there is a threat or attack on any of the SU IP; (B) Client’s or any other Authorized User’s use of the SU IP disrupts or poses a security risk to the SU IP or to any other Client or vendor of SU; (C) client or any other Authorized User is using the SU IP for fraudulent or illegal activities; or (D) SU’s provision of the SU Platform to Client or any other Authorized User is prohibited by applicable law; or (ii) in accordance with Section 11 (any such suspension described in subclause (i) or (ii), a “Service Suspension”).
3. Client Responsibilities
3.1. Account Use. You are responsible and liable for all uses of the SU Platform and associated documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SU Platform, and shall cause Authorized Users to comply with such provisions.
3.2. Client Data. You hereby grant to SU a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for SU to provide the SU Platform to Client, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Statistics. You will ensure that Client Data and any Authorized User’s use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Client Data.
3.3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the SU Platform confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
4. Service Levels and Support
Subject to the terms and conditions of this Agreement, SU shall use commercially reasonable efforts to make the SU Platform available in accordance with the service levels available at https://sponsorunited.com/service-level-agreement/. Such service level commitments shall not apply during the term of any Pilot Subscription.
5. Confidential Information
From time to time during the Term, SU and Client may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information shall include SU Data but does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the SU IP and SU Platform and (b) you own all right, title, and interest, including all intellectual property rights, in and to Client Data. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the SU Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
8. Limited Warranty; Warranty Disclaimer
8.1. SU warrants that the SU Platform will conform in all material respects to the Service Levels when accessed and used by Client in accordance with the documentation, provided such warranty shall not apply during the term of any Pilot Subscription. SU does not make any representations or guarantees regarding accuracy of the SU Data, the uptime or availability of the SU Platform unless specifically identified in the Service Levels. The remedies set forth in the Service Levels are Client’s sole remedies and SU’s sole liability under the limited warranty set forth in this Section.
8.2. Except for the limited warranty set forth in section 8.1, the SU platform are provided “as is” and SU specifically disclaims all warranties, whether express, implied, statutory, or otherwise. SU specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. SU makes no warranty of any kind that the SU platform, or any products or results of the use thereof, will meet your or any other person’s or entity’s requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any third party’s software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected.
9.1. SU shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (”Losses”), incurred by Client resulting from any third-party claim, suit, action, or proceeding (”Third-Party Claim”) that the SU Platform, or any use of the SU Platform in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Client promptly notifies SU in writing of the Third-Party Claim, cooperates with SU, and allows SU sole authority to control the defense and settlement of such Third-Party Claim.
9.2. If such a Third-Party Claim is made or SU reasonably anticipates such a Third-Party Claim will be made, Client agrees to permit SU, at SU’s sole discretion, to (A) modify or replace the SU Platform, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client to continue use. If SU determines that neither alternative is reasonably available, SU may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. This Section 9.2 sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the SU Platform infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
10. Limitations of Liability
In no event will SU be liable under or in connection with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether SU was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will SU’s aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to SU under this agreement in the twelve (12) month period preceding the event giving rise to the claim [or $50,000], whichever is greater.
11. Term, Fees, Payment and Termination
11.1. Subscription Term and Renewals. Unless otherwise specified, each Subscription Term will automatically renew for additional twelve-month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
11.2. Fees and Payment. All fees will be paid by Customer within thirty (30) days of invoice without offset or deduction (“Fees”), unless (a) Customer is paying via Credit Card (as defined below). Except as expressly set forth in Section 9 (Indemnification), all fees are non-refundable. Client shall make all payments hereunder in US dollars on or before the due date. If Client fails to make any payment when due, without limiting SU’s other rights and remedies: (i) SU may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse SU for all reasonable costs incurred by SU in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, SU may suspend, in accordance with Section 2.5, Client’s and all other Authorized Users’ access to any portion or all of the SU Platform until such amounts are paid in full. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on SU’s income.
11.3. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card (“Credit Card”), the following terms apply:
- Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes SponsorUnited (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Confirmation Agreement.
- Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.
- Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to SponsorUnited and SponsorUnited may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
- Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Billing information via the “Billing” page on the platform.
- Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending SponsorUnited notice of non-renewal in accordance with Section 11.1. If a Customer’s Subscription Term is on a monthly basis the termination is effective at the end of the current Subscription Term.
- Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, SponsorUnited will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which SponsorUnited will not charge Customer’s Credit Card for any additional fees.
11.4. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within sixty (60) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
11.5. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related SponsorUnited Technology) and delete any and all copies of the Documentation, any SU passwords or access codes and any other SU Confidential Information in its possession. Provided this Agreement was not terminated for Customer’s breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
11.6. Survival. This Section 11, Sections 5, 8, 9, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through [notifications or posts on SponsorUnited.com / direct email communication from SU]. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the SU Platform after the effective date of the modifications will be deemed acceptance of the modified terms. SU will provide at least 60 days’ advance notice of changes to any service level that SU reasonably anticipates may result in a material reduction in quality or services.
13. General Terms
13.1. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City and State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13.2. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof. Any notices to SU must be emailed to Blynch@SponsorUnited.com and sent via mail to:
Attn: Legal Department
1127 High Ridge Road Suite 272
Stamford, CT 06905
Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the SU Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement may not be assigned or transferred by you for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Last updated July 31, 2022