TERMS AND CONDITIONS
These terms of service (hereinafter referred to as the “Agreement”) are between VNN, Incorporated a Delaware Company (“VNN”) and Institution with a name and address set forth in Quote (VNN and Institution may each be referred to herein as a “Party” and collectively as the “Parties”) and shall be effective as the date of acceptance of these terms of service
I. Purpose and Background
VNN and Institution executed a quote (“Quote”) which set forth some of the basic terms for VNN to create an online representation of Institution athletic programs, using varied media sources, and to promote current Institution athletics and showcase the active Institution community. The Quote is hereby incorporated into this Agreement.
a. VNN Responsibilities
i. Platform– VNN shall provide an online platform & hosting for a Institution sports site to be branded & populated by Institution (“Institution Site”).
- Default – VNN shall have sole right to place Institution appropriate advertisements on the Institution Site and Institution social media pages. VNN shall make reasonable efforts to secure advertisers for Institution Site and upload advertisements in a manner consistent with the structure of the Institution Site (“VNN Procured Advertisements”). VNN shall share a portion of the advertisement revenues to Institution as set forth in paragraph IV.
- Partial advertising option selected – Both VNN and Institution shall have the rights to place advertisements on the Institution Site. Institution shall be entitled to all 100% of revenue generated from Institution placed advertisements. VNN may also place advertisements VNN Procured Advertisements, in which case the School shall be entitled to the revenue split set forward in section IV below.
- Limited advertising option selected – Institution shall be responsible for the placement of all advertisements and be entitled to 100% of revenue generated from advertisements procured and placed by Institution. Institution may agree to allow VNN Procured Advertisements, in which case the School shall be entitled to the revenue split set forward in section IV below.
b. Institution Responsibilities
i. Initial Payment– Institution shall pay to VNN a one-time setup fee, as noted in the Quote no later than 30 days from acceptance of this Agreement. Institution also agrees to replace District Athletic page with Institution Site from VNN or pay a $50 monthly fee. (VNN reserves the right to determine if this criterion is satisfied).
ii. Institution Sponsorship Representative– As the Institution’s representative to sell sponsorships on the site, Institution shall provide VNN with:
- A sponsorship request letter from the Institution athletic office authorizing VNN to call on potential sponsors on behalf of the Institution.
- A list of all current advertisers including programs and signage.
- Ability to promote sponsors throughout the site including, but not limited to ad space, sponsored articles, sponsor pages. The Point of Contact (“POC” as defined in the Quote) has the opportunity to edit an article after it’s placed. All sponsor placements will adhere to the same advertising restrictions as section IV
iii. Access to Institution Content-Institution shall provide and upload, or authorize VNN to collect from Institution’s or a third-party’s websites or services, all athletics-related articles, data, photos, schedules, athletics-related information to be published on Institution Site (“Content”).
iv. Content- Both Institution and VNN shall be permitted to post content to the site. All content is subject to the limits and liabilities listed below. Institution POC will have the rights to edit or delete any content posted on the site.
- Content Liability- Institution shall be responsible for any and all liability which arises out of the Content posted by anyone affiliated with the Institution, posted through any automated collection, or otherwise not directly posted by VNN. VNN shall be responsible for any and all liability which arises out of the content directly posted by VNN.
v. Limitations on Content – Institution shall not post, or allow to be posted any Content which could reasonably be deemed inappropriate for minors and/or violates any civil or criminal law. Content VNN posts will be subject to the same limitations from VNN.
vi. Social Media Management– VNN may set up (or Institution will provide) administrative rights to Institution or Athletic Department social media sites including Facebook, Twitter and Instagram. VNN will be allowed to re-post all information including articles, photos and advertising from the Institution Site to the Institution social media pages with the same limitations and rules as listed in agreement referenced above.
vii. Family Educational Rights and Privacy Act Waivers– The Parties understand that they may, pursuant to this Agreement, generate or otherwise be in possession of confidential education records regarding students, and that personally Identifiable student information (“PII”) contained in such records is protected by federal law including, inter alia, the Family Educational Rights and Privacy Act (“FERPA”). The Institution will ensure that, when supplying Content, it will provide VNN only with directory information or PII for which it has obtained appropriate consents. VNN expressly agrees that neither it nor any person acting on VNN’s behalf, including without limitation employees, agents, and subcontractors, may share or disclose PII except in fulfillment of and in performance of the obligations of this Agreement or as may be permitted or required by FERPA.
III. Intellectual Property and Website Ownership
Institution agrees that VNN, except as provided below, will own all Intellectual Property developed or discovered by VNN, Institution or its agents during the term of this Agreement that are created in connection or contemplation of, or for, the Institution Site or this Agreement. The term “Intellectual Property” applies to all types of intellectual property, including, but not limited to, any invention, discovery, idea, trade secret, know-how, technology, scientific or technological development, research, data, books, works subject to copyright, mask works and computer software, regardless of whether subject to protection under patent, trademark, copyright, or other laws. Institution agrees to promptly disclose to VNN any Intellectual Property which it develops during the course of the Agreement.
a. Institution-Supplied Content- Notwithstanding anything to the contrary, Institution and VNN will maintain dual-ownership of all Content produced by Institution or its agents during the course of this Agreement.
b. VNN-Supplied Content- Notwithstanding anything to the contrary, VNN will maintain sole ownership over all Content produced by VNN or its agents during the course of this agreement.
c. Website Ownership- Institution agrees that VNN is the sole owner of the URL, domain and website and Institution is simply leasing it under this Agreement.
IV. VNN Procured Advertisements and Revenue
For any VNN Procured Advertisements, VNN will determine the priority of placement and posting of any advertisements. VNN shall not place any advertisements on Institution Site or social media which involve erotic behavior or depictions, alcohol, tobacco, drugs, gambling, or which could reasonably be deemed inappropriate for minors or violates any criminal or civil law.
VNN shall be entitled to the first $1,200.00 of all VNN Procured Advertisements revenue collected annually. Thereafter, Institution shall receive the following percentages pf VNN Procured Advertisements collected annually. Percentages are based on monthly page views (page views will be defined by as the same way Google Analytics defines it or any other third-party analytic service VNN uses to track views) generated on the INSTITUTION Site, calculated based on an annual average:
- 15% 0-29,999 monthly page views
- 30% >30,000 monthly page views
Ten percent of all VNN Procured Advertisements and collected from National advisements will be allocated to the Institutions within the VNN network. The Institution shall receive a portion of that allocation, based on the Institution Site’s traffic percentage within the VNN network. National advertisements are defined at the sole discretion of VNN (which will take into account the number of states, sites, and CPM of the particular advertisement).
VNN will notify Institution on or before September 1 of each year of funds Institution is owed from Advertisements and Revenues. Funds owed to the Institution will be made available for conversion into any available promotions (i.e. VNN Bucks) at any time or to be available to be claimed as payment upon 30 days notice by Institution provided it is claimed on or before September 1 the year following its initial availability. VNN may at its sole discretion and election apply funds owed to Institution to any amounts owed by Institution to VNN.
In the case of termination of this Agreement, including non-renewal, any payments must be claimed within 30 days of the date of termination and Institution’s obligation to maintain a direct link from any district site to Institution Site shall remain until EITHER:
- All advertiser and sponsor obligations are satisfied
- OR 90 days past the non-renewal date has occurred
In no case shall VNN sell advertisements on behalf of Institution after the effective date of termination of this Agreement.
- Attorney’s Fees. If either party employs an attorney to enforce or defend its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the other party.
- Amendment. VNN may amend this Agreement from time to time upon providing Institution with the amended terms and an opportunity to reject the proposed amendment. All other amendments must be agreed upon in writing by both parties.
- Severability. The provisions of this Agreement are severable and independent, and if any provision shall be unenforceable in whole or in part, the remaining provisions and any partially enforceable provision, to the extent enforceable, shall be binding and enforceable, except that if the provision that is unenforceable goes to the essence of this Agreement, the parties will engage in good faith negotiations to replace the provision. If, following such negotiations, the Parties fail to reach agreement on a replacement provision, either Party may immediately terminate this Agreement upon providing written notice to the other party.
- Governing Law. This Agreement shall be governed and controlled by the laws of the State in which Institution resides as to interpretation, enforcement, validity, construction, and effect and in all other respects.
- Forum Selection. Any dispute arising under or in connection with this Agreement or related to any matter which is the subject of this Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts in which the Institution resides.
- Entire Agreement. This Agreement, the Quote and its Appendixes constitute the final, complete and exclusive statement of this Agreement of the parties with respect to the subject matter thereof. Notwithstanding anything to the contrary, each Partnership Solution shall be additionally governed by the terms of service of each partner as required to be accepted by the Institution in the use of those solutions.
- Waiver. The waiver by any party of a breach of any provision of the Agreement shall not operate as or be construed to be a waiver of any subsequent breach of any provision of this Agreement.
- No Third-Party Beneficiary. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity not a party to this Agreement.
- Nature of Relationship. VNN is an independent contractor and not an employee, agent, joint-venturer or partner of Institution. Neither party has authority to create obligations for the other except as outlined in this Agreement. VNN is not entitled to any benefits of Institution or Institution’s employees, and is responsible for VNN’s own costs and legal responsibilities of doing business, including insurance, taxes, workers compensation, equal opportunity compliance, immigration requirements, and benefits.
- Limitation of Damages. The liability, if any, of VNN and its agents, servants, representatives, members, officers, and employees with regard to this Agreement and actions taken under the Agreement, for any claims, costs, damages, losses, and expenses for which they are or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, shall not exceed the amount paid to VNN in fees from the Institution. In no event shall VNN and/or its agents, servants, representatives, members, officers, and employees be liable for indirect, special, or consequential damages.
- Term and Termination. Partnership Solutions (as set forth in the quote) will be for a term of 12 months and renew automatically unless terminated 30 days prior to the anniversary date. All other services will be for a period of 36 months from Institution Site launch and will renew yearly unless terminated in the 35th month or 30 days prior to June 30 of each renewal year. This Because Institution is not required to pay an annual site build or maintenance fees, VNN may terminate this Agreement for any reason with 30 days written notice to Institution. VNN shall not be required to refund any fee if termination occurs. VNN may also terminate this Agreement for breach immediately after the Institution has been provided 10-day notice to cure and the remains uncured.
- Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail]to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section, or to the then current address of the Institution’s athletic director.
- Confidentiality and Trade Secrets. Institution agrees, unless required by law, to keep the terms of this Agreement as well as any passwords, sign in or administrative access information, strictly confidential. The parties acknowledge and agree that Institution and its employees and agents have and will have access to certain Confidential Information of VNN. “Confidential Information” means all information provided by VNN to Institution and/or Institution’s employees and agents (the “Recipient”) hereunder that is (i) proprietary and/or non-public information related to the past, present and future business activities of VNN, its subsidiaries, and its affiliates; (ii) information relating to VNN’s business plans, pricing, financial information, methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; (iii) the terms of this Agreement; and (iv) any other information that is designated as confidential by VNN. Recipient shall not use VNN’s Confidential Information except as permitted under this Agreement, and shall not disclose, distribute, or disseminate the Confidential Information to any third party. Confidential Information does not include (a) information that has become publicly known through no breach by Recipient of these confidentiality obligations; (b) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing; or (c) information required to be disclosed by law.
- Exclusivity. The Institution agrees that, during the term of this Agreement, the Institution Site shall be the exclusive online platform & hosting for the Institution’s sports related activity and reporting.
- Exclusivity – Fundraising. This section only applies if Institution elects “Exclusive” in the Donation Fundraising section of the Quote: Institution agrees that all Institution athletic teams will use VNN, as their exclusive online crowdfunding platform. VNN agrees to provide such services, at a discount if the Institution meets the following criterial:
- Email to all Institution athletic coaches introducing VNN as the exclusive crowd funding platform
- Allow VNN to attend coaches meetings/trainings throughout the year
- Complete a minimum of either four (4) successful Institution athletic team VNN crowd funding campaigns during the Institution year -or- successfully raise a minimum of $12,000 during the Institution year.