VERVE GENERAL
TERMS & CONDITIONS

LAST UPDATED 03.12.2018

1. Services

1.1 For the duration of the Term, Verve shall provide the services in this clause 1 (the “Services”).

1.2 Verve shall provide the Services with respect to those Event(s) set forth in the Event Schedule(s) in accordance with these General Terms and the applicable Event Schedule. Each Event Schedule will be substantially in the form of the Initial Event Schedule attached as Exhibit A to the Cover Sheet. Each Event Schedule is incorporated into this Agreement by reference, and is governed by the terms of the body of these General Terms. If there is a conflict between an Event Schedule and the body of these General Terms, these General Terms will control unless the Event Schedule expressly indicates it is overriding terms of the body of this General Terms, and expressly identifies those terms. Any changes to an Event Schedule must be mutually agreed to in writing by the parties and documented by way of a “Change Request”. Each Change Request that has been validly executed by both parties is hereby incorporated into the applicable Event Schedule by reference.

1.3 Verve operates certain Internet subdomains and corresponding mobile applications (together, the “Sales Platform”) that enable a consumer (“Customer”) to purchase tickets, vouchers and other related services (together, “Tickets”) and related merchandise (“Merchandise”) for events organized by participating third parties (Event Organizers), which may be promoted by any person authorized by Verve to promote Tickets and Merchandise (“Ambassadors”) using links to the Sales Platform provided to the Ambassadors by Verve (“Links”).

1.4 The Client, as an Event Organizer, hereby authorises Verve to act as the Client’s commercial agent to conclude the sale of the Client’s Tickets and Merchandise (if applicable) on the Client’s behalf via the Sales Platform to Customers under Verve’s then current terms and conditions (“Terms of Use”), to promote such Tickets and Merchandise (if applicable) via the Sales Platform and Ambassadors, and to deliver or arrange delivery of such Tickets and Merchandise (if applicable) to Customers.

1.5 In this limited capacity, Verve is neither the customer nor the seller (or reseller) of the Tickets or Merchandise (if applicable) that the Client offers for sale. Verve is not the Customer’s agent for any purpose, and is not a party to or the holder of any Ticket nor a party to the sales contract relating to any Ticket or Merchandise (if applicable).

1.6 Verve is only responsible for:

1.6.1 promoting Tickets and Merchandise (if applicable) via the Services and Ambassadors; and

1.6.2 concluding the sale and delivery of Tickets and Merchandise (if applicable) via the Sales Platform.

1.7 Verve is not responsible for running any Event, or for agreeing or performing any obligations under the terms of any Tickets or terms provided by Event Organizers that apply to Customers in relation to a specific Event (“Event Terms”).

1.8 The Client is the seller of record for all sales via the Sales Platform, but Customers shall pay Verve via the Sales Platform for any Ticket(s) and/or Merchandise (if applicable) they purchase. The Customer’s obligation to pay for any Ticket and/or Merchandise (if applicable) is satisfied when the Customer properly pays Verve for the item(s) via the Sales Platform. Because Verve concludes the sale on behalf of the Event Organizer and the Customer’s payment to Verve satisfies the Customer’s obligation to pay for the items they purchase from the Client, Verve’s name will appear on the Customer’s payment card statement (which may also display the Client’s name).

1.9 Subject to Clause 1.4 (Ticket Fulfilment) of the Additional Terms, Verve will dispatch or arrange for the dispatch of the item(s) each Customer has purchased after receiving notification of the Customer’s order.

1.10 Customers may only pay for a Ticket or Merchandise ordered using the Sales Platform via the Sales Platform and the Client shall not invoice any Customer in respect of any Tickets or Merchandise ordered using the Sales Platform outside the Sales Platform. Any refunds requested by a Customer from Verve shall be actioned by Verve in accordance with the Client’s or ticketing agent’s (if applicable) instructions.

1.11 Verve may in its sole discretion investigate or decline to process any transaction involving any item purchased via the Sales Platform, for example due to actual or reasonably suspected fraud.

1.12 Except as otherwise expressly provided in this Agreement, Verve is not the agent, intermediary or other representative of the Client. Verve is not a fiduciary or trustee of the Client.

1.13 Ambassadors will be incentivised to promote the sale of Tickets and any Merchandise, in return for rewards supplied by the Client in accordance with clause 6.2 and offered by Verve to Ambassadors upon their achievement of a threshold of sales, agreed on by the parties in advance (“Rewards”).

1.14 Verve shall oversee the management of the Ambassadors to undertake the promotion of sales of Tickets and any Merchandise (if applicable) for each Event on behalf of the Client.

2. Event Information

Event-specific terms shall be agreed by completing a schedule for each Event and any addenda, exhibits or supplements thereto (an “Event Schedule”).

3. Campaigns and Campaign Dates

Verve will carry out its marketing and sales campaigns in accordance with this Agreement (“Campaigns”) within the dates specified in each Event Schedule, or until an Event publicly announces ‘sold out’ status and the Client notifies Verve in writing to stop selling. The Client shall provide to Verve within a reasonable time prior to the start of each Campaign the information describing each Campaign, including a description of the Event, Tickets and any Merchandise (if applicable), as well as the Rewards and the basis on which Ambassadors may earn Rewards.

4. At The Event

The Client will provide appropriate levels of staff at the Event to manage entry. The Client commits to providing Verve with a list of all confirmed entrants to the Event, associated with Verve’s applicable Campaign, in order to assist Verve in dealing with any potential queries from Ambassadors and Customers (including if applicable, particularly with respect to chargebacks, a payment processor).

5. Pricing

Verve will be authorised to sell Tickets and Merchandise (if applicable) at the prices set out in the Pricing Table (defined in each Event Schedule and agreed for each Event).

6. Fees

6.1 Verve Commission

Unless otherwise agreed in writing, Verve shall be entitled to the commission set out in the Event Schedule for each Ticket and item of Merchandise (if applicable) sold by or through the Sales Platform (the “Commission”).

6.2 Ambassador Rewards

Further to clause 1.13, the Client shall provide Verve with Rewards as set out in each Event Schedule. These Rewards will become the property of Verve which, at its own discretion, shall be entitled to award them to Ambassadors for reaching Ticket and Merchandise sales targets.

7. Customer Service (Transactional Support)

7.1 Ambassadors are encouraged to answer their Customers’ queries about the purchase of Tickets and/or Merchandise (if applicable) in the first instance, but if an Ambassador is unable to satisfactorily answer a Customer’s query, Verve will assist with any transactional queries only.

7.2 Verve will direct all Customer queries concerning the Event and/or the Client to the Client.

8. Reporting

Unless otherwise mutually agreed, Verve will provide appropriate reporting to the Client to track the progress of sales of Tickets and Merchandise (if applicable) via the Sales Platform, and other marketing metrics agreed in writing between the parties from time to time (“Campaign Analytics”).

9. Data Sharing & Confidentiality

For the purposes of this clause 9 and any associated definitions, “controller”, “processor”, “data subject”, “personal data” and “processing” (and cognate terms) shall have the meanings given to them in the General Data Protection Regulation ((EU) 2016/679), “Personal Data” shall mean personal data processed by Verve in the provision of the Services, “Data Protection Legislation” shall mean the UK Data Protection Legislation and any other applicable legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications), and “UK Data Protection Legislation” shall mean all applicable data protection and privacy legislation in force from time to time in the UK, in each case as amended, including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

9.1 The parties hereby acknowledge that, to the extent that Verve processes any Personal Data in connection with providing the Services, Client shall be the controller and Verve shall be the processor in respect of Personal Data. Furthermore, Verve shall:

9.1.1 only process such Personal Data as is necessary to provide the Services and fulfil its obligations under this Agreement or in accordance with the Client’s written instructions from time to time;

9.1.2 not appoint a sub-processor without the Client’s consent and in the event that the Client does provide such consent, Verve will ensure that such sub-processor is bound by terms similar to those of this clause 9 as it applies to Verve hereunder and Verve shall be responsible for any breach by such sub-processor of any of the obligations under this clause 9;

9.1.3 not transfer Personal Data outside the European Economic Area (EEA) save where there are adequate measures in place to ensure that the Personal Data is protected;

9.1.4 at the end of the Term, promptly delete or return to the Client (at the Client’s discretion) all Personal Data save to the extent that Verve is legally required to retain any Personal Data;

9.1.5 promptly comply with any reasonable request from the Client requiring Verve to amend, transfer or delete Personal Data;

9.1.6 in the event that Verve receives any complaint, notice or communication (from either a competent regulator or a data subject) which relates directly to the processing of Personal Data or to the Client’s compliance with Data Protection Legislation, Verve shall notify the Client without undue delay and it shall provide the Client and the competent regulator (if applicable) with reasonable co-operation and assistance in relation to any such complaint, notice or communication;

9.1.7 notify the Client without undue delay upon becoming aware of any unauthorised or unlawful processing, loss of, damage to or destruction of any Personal Data;

9.1.8 maintain records of processing carried out in respect of Personal Data as required by Data Protection Legislation;

9.1.9 co-operate with the Client’s reasonable requests for Verve to demonstrate its compliance with its obligations in this clause 9 including, making available to the Client information necessary to demonstrate such compliance upon request without undue delay;

9.1.10 ensure that all individuals, parties, employees or other persons / entities authorised by Verve to process Personal Data are bound by industry standard confidentiality obligations which include keeping Personal Data confidential; and

9.1.11 take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data, and against the accidental loss or destruction of, or damage to Personal Data.

9.2 The Client acknowledges and agrees that it is responsible for:

9.2.1 ensuring that all necessary consents and/or permissions are obtained, or that suitable conditions are satisfied (as set out in Data Protection Legislation) to enable Verve to process Personal Data under this Agreement; and

9.2.2 providing data subjects with any necessary notifications and any other information required under Data Protection Legislation in respect of Verve’s use of Personal Data under this Agreement.

9.3 The Client warrants and undertakes that it shall comply with all its obligations under Data Protection Legislation.

9.4 The Client may undertake actions that require Personal Data in Verve’s possession, including the organisation and fulfilment of Tickets, and management of attendee entry to the Event. Verve will provide the Client with such Personal Data in .csv format files, or as otherwise agreed between the parties, and the Client will use that Personal Data solely to the extent permitted by this Agreement.

10. Intellectual Property

10.1 For the purposes of this clause 10,

10.1.1 “Social Media” means Facebook, Twitter, Instagram, YouTube, Snapchat and other social media platforms.

10.1.2 “Territory” means the world, unless otherwise specified in an Event Schedule.

10.1.3 “Use” means to download, reproduce, publicly display, publicly perform, transmit, modify, create derivative works of and otherwise use in any and all media, whether now known or hereafter created.

10.2 Subject to the terms and conditions of this Agreement, during the Term, Verve hereby grants to the Client the non-exclusive, non-sublicensable (except as provided for in an Event Schedule), revocable, non-transferable, limited right and license in the Territory to (i) access and utilise the Sales Platform solely for the purpose of viewing Campaign Analytics; and (ii) receive and otherwise access the Services.

10.3 Subject to the terms and conditions of this Agreement, the Client grants Verve a non-exclusive, non-sublicensable (except as set forth in clause 10.4), limited, revocable, non-transferable, worldwide right and license to Use Client’s trademarks, trade names, trade dress, service marks and logos (the “Client Marks”) solely to the extent (i) necessary to grant the sublicense set forth in clause 10.4; (ii) necessary for Verve to provide the Services; or (iii) necessary in order for Verve to identify the Client as a customer of Verve on Verve’s website and/or in Verve marketing materials. Except as set forth in this clause 10.3, nothing contained in this Agreement will grant or will be deemed to grant to Verve or any Ambassador any right, title or interest in or to the Client Marks. All uses of the Client Marks and related goodwill will inure solely to Client, and Verve will obtain no rights or goodwill with respect to any of the Client Marks, other than as expressly set forth in this Agreement, and Verve irrevocably assigns to the Client all such right, title, interest and goodwill, if any, in any of the Client Marks.

10.4 Notwithstanding anything contained elsewhere in this Agreement, Client acknowledges and agrees that Verve may grant Ambassadors a non-exclusive, non-sublicensable, non-transferable, fully paid-up worldwide right and license to (i) reproduce, incorporate and otherwise Use Client Marks at Client’s direction pursuant to a Campaign, including in Ambassador posts on Social Media that include content, and (ii) post content on Social Media.

10.5 This Agreement does not authorize or permit the use of the Sales Platform or any Verve or Client intellectual property or technology not expressly set forth herein, and no implied licenses are granted herein. The parties reserve all rights not expressly granted to the other party hereunder.

10.6 The parties acknowledge and agree that, as between the parties, except for the licenses granted in this clause 10 and except as otherwise set forth in this clause 10, Verve is the exclusive owner of and retains all rights, including all proprietary and intellectual property rights existing now or in the future, of the Sales Platform and the Services, including any and all intellectual property or work product created in connection with this Agreement (collectively ‘’Verve IP’’). Notwithstanding the foregoing, the parties acknowledge and agree that, as between the parties, Client is the exclusive owner of the Client Marks.

10.7 The Client or its representatives may provide suggestions and feedback to Verve in connection with this Agreement, the Sales Platform, the Services, the Campaign or otherwise (“Feedback”). Client hereby grants to Verve a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable and fully sublicensable right to use the Feedback in any manner and for any purpose.

11. Marketing

The Client will pro-actively support the marketing efforts of the Ambassador network managed by Verve through means such as emails to its customer database, posts on social media and a link to the Ambassador scheme on its website.

12. Termination

Either party hereto may terminate this Agreement by providing the other party with at least 90 days’ written notice prior to the end of the Initial Event Schedule Term, a Renewal Schedule Term or to any Services commencing in relation to an Event. For the purposes of this clause 12, notice must be given by email to the following address: legal@verve.co. Termination shall be without prejudice to each party’s rights and remedies accrued prior to termination, and shall not affect any Tickets and/or Merchandise sold.

13. Warranties

The Client hereby represents and warrants that for the duration of the Term:

13.1 it will use all reasonable efforts to ensure that Tickets are not available at a cheaper price through any other agent than the price offered by Verve;

13.2 it will use all reasonable efforts to ensure that no Ticket types will be made available through the Client’s own website or ticketing agents other than those that Ambassadors are permitted to sell;

13.3 it will not employ any other peer-to-peer marketing agency or peer-to-peer ticket sales agent without the express written permission of Verve;

13.4 it will support the marketing and sales activities undertaken by Verve hereunder on the official website for the Event in question, clearly confirming that Verve is an approved and authorised ticket agent for the sale of Tickets;

13.5 it will supply all relevant artwork and logos for any Event to Verve for the purposes of online box offices and information packs for Ambassadors;

13.6 in the event of the cancellation of an Event for any reason or cause, it will refund any Customer moneys which have been paid to the Client by Verve directly to the Customers; and

13.7 in the event that Customers who present valid proof of purchase of Tickets are denied entry to an Event as a result of an error or mistake by the Client or its employees or other representative, Verve shall continue to be entitled to retain any Commission in respect of such Customers’ purchase of Tickets.

14. Limitation of Liability

14.1 Neither party excludes or limits its liability to the other for death or personal injury caused by any act of negligence or wilful misconduct, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

14.2 Verve makes no warranty (express, implied, statutory, or allegedly extended in any communication between the parties) in relation to its obligations hereunder and in no event shall Verve be liable for any damages, including without limitation direct, punitive or exemplary damages arising out of a negligent act, error or omission committed or alleged to have been committed by Verve which may cause damage to the Client.

14.3 Verve shall not be liable for any damage to property howsoever caused in connection with the provision of the Services, or in connection with any other activities undertaken by Verve or its Ambassadors pursuant to or for any purpose related to this Agreement.

14.4 Neither Party shall be liable to the other for any special, incidental, consequential or indirect damages of any description that may arise under this Agreement.

14.5 The provisions of this clause 14 shall survive the termination or expiry of this Agreement for any reason.

15. Indemnity

The Client will indemnify Verve, on a full indemnity basis against any claim, liability or loss (including reasonable legal fees and expenses) arising from the cancellation of an Event for any reason or cause, but notwithstanding that Verve shall be entitled to retain its Commission in respect of Tickets and/or Merchandise sold by or through Verve.

16. Force Majeure

16.1 Neither party shall be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.

17. Notices

17.1 Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by

(i) first class post or air mail,
(ii) registered post, or
(iii) email,

to a party at the address or relevant number for such party, or such other address as the party may from time to time designate by written notice to the other party.

17.2 All such notices and documents shall be in the English language. Any notice, or other document, shall be deemed to have been received by the addressee 2 working days following the date of dispatch of the notice or other document by post or, where the notice or other document is given by hand or is given by email, simultaneously with the delivery or transmission.

18. General

18.1 Except as otherwise expressly provided, this Agreement shall not be construed as creating any agency, joint venture or partnership between the parties.

18.2 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

18.3 This Agreement shall be construed and enforced in accordance with the laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation.

18.4 No waiver or amendment of any provision of this Agreement shall be effective unless agreed in writing by both parties. Any failure or delay by either party in enforcing or partially enforcing any provision of this Agreement shall not be construed as a waiver of any of its rights under this Agreement.

18.5 Each provision of this Agreement shall be construed separately, and notwithstanding that the whole or any part of any such provision may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect.

18.6 Headings are for information purposes only and shall not form part of the operative provisions of this Agreement.

18.7 Nothing in this Agreement is intended to confer any benefit on any person who is not a party to it, and no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.