Master Ticket Sales and Services Agreement

This Agreement is made this (DATE).  Effective immediately, by and between Honolulu Box Office Inc. (HBO) with primary offices at 306 Kamani, Honolulu, HI 96813, and “CLIENT” with primary offices “ADDRESS”.  As used in this Agreement “Party” shall mean either HBO or Client as appropriate, and “Parties” shall mean HBO and Client collectively.

WHEREAS, HBO is a company engaged in providing event ticket sales and box office services.

AND WHEREAS, the Client is a promoter and/or producer of events whereby there is need to manage the sale of tickets and entry of audience members.

AND WHEREAS, the Client desires assistance in selling tickets to, and managing a box office for their events.

NOW THEREFORE, the Parties do hereby mutually agree as follows:

Description Of the Scope of this Agreement. This Agreement will define the scope of services provided by HBO for the provision of box office services in planning, operating, and managing the sale and distribution of admission Tickets to Customers of the Client’s Events.

1.     Definitions

a.  "Event" means a gathering of people at a particular location on a particular time for entertainment or other purposes.  The Event(s) covered by this agreement are specified in separate Event Sales Addendums.

b."Ticket" means a computer record, which may or may not be linked to a specific physical document that allows a person admission to a single Event or multiple Events. 

c.  "Customer" means a person who purchases a Ticket using HBO's services. 

d. "HBO System" means the software licensed by HBO for the purposes of selling tickets to the Event(s) covered by this Agreement.

2.     Responsibilities, Rights And Limitations Of Client. During the term of this Agreement Client will have the following responsibilities, rights and limitations:

a. Client will retain all ownership of all elements related to the Client’s Events.

b. Client will assume full financial responsibility for the Client’s Events, to include payment of all expenses and invoices in a timely manner.

c. Client will provide all information to HBO as HBO deems necessary to allow HBO to sell Tickets to Client’s Customers. 

d. Client will insure that all information provided to HBO and contained in the Event Sales Addendum(s) is accurate and complete. 

e. Client accepts full responsibility for the quantity of tickets allocated to HBO for sale and assures that the quantity allocated will not result in an event being over-sold. 

f. All Tickets sold and or distributed for Client’s Events must go through the HBO System.

g. Client will notify HBO immediately by phone or electronic medium, and without delay in writing, of all changes relating to Event date(s), location(s), Ticket availability, or other pertinent information relating to Event(s) specified in the Event Sales Addendum(s).

h.  Client will admit all Customers who present a valid Ticket or proof of identity that corresponds to Customer's order to each Event.

i. Client will allow Customer to sit or otherwise be located in the location specified on the Ticket, or in the Customer's order for events in which specific seating locations are assigned.

j.  Client hereby warrants that Client is authorized to enter into this agreement and doing so will not cause breach of any other agreement to which Client is a party.

k. Client will provide Internet access at the event venue as needed to manage Event(s) by HBO.  

l. Client will retain the right to final approval of all Promotional material posted on HBO website.

m. Client will retain the right to determine the pricing of tickets exclusive of all fees collected for HBO services.

n. Client is responsible for all applicable taxes on all the monies that the Client receives related to the sale of Event Tickets. 

3.     Responsibilities, Rights And Limitations Of HBO.  During the term of this Agreement HBO will have the following rights and responsibilities:

a. HBO will provide public access to an on-line internet based ticketing system whereby Customers may purchase tickets to the Client’s Events.

b. HBO will design and provide web pages dedicated specifically to each Client’s Event for the sole purpose of selling tickets to that Event.

c. HBO will provide staff necessary to operate a local telephone call center that will receive calls and provide information to the public regarding Events, sell tickets during posted business hours, be available if an attendant is unable to answer a call to answer messages in a timely manner, and provide potential remediation of problems arising from ticket sales.

d. HBO will provide staff necessary to monitor and reply to email or other electronic media inquiries and provide information to the public regarding Events, and provide potential remediation of problems arising from ticket sales in a timely manner.

e.  HBO will make available to Client access to a comprehensive internet based reporting system that provides detailed reports of all ticket sales related data to all of the Client’s Events, or printed reports upon request of requested Client’s Event ticket sales data.

f.  HBO will provide to the Customer physical tickets and/or the ability to self-print physical tickets that will contain a unique identifier that can be read electronically at each event by HBO provided scanning devices.

g. HBO will provide scanning devices to the Client that can be used at each Event and will have the ability to read each ticket’s unique identifier and interface with the HBO System.

h. HBO may provide, at the Client’s request, all or some or the staff necessary to sell and process tickets at Client’s events.

i. HBO accepts no responsibility for an event being over-sold.

j.  HBO will hold in escrow for the Client all monies collected from the sale of all Tickets sold to the Client’s Events.

k. HBO will make available to the Client all Customer data collected in the sale of Tickets to Client’s Events.

l. HBO may provide additional services at the request of Client and retains the right to invoice additionally for those services at mutually agreed rates.

4.     Fees for service and distribution of Income and Expenses.  Fees for service and all income and expenses pertaining to HBO services will be as following:

a. HBO will receive all income from the sale of Tickets and retain the portion due to the Client in escrow.

b. Settlement of Client’s funds remitted to Client for each event will take place as follows.

1). Upon or after the beginning of the performance of each Event, HBO will pay to the Client seventy percent (70%) of total amount reported due to the Client in the HBO system for that Event.

2). HBO will pay the remaining settlement amount due to Client for each Event no later than seventy two (72) hours from the end of said event.

c. HBO will charge the Customer the following fees in addition to published ticket price for every ticket sold by HBO.

1). Three dollars ($3.00) as a service charge in addition to the face value of the Ticket price

2).  An amount to be determined, in the approximate value of 4% of the entire ticket price to cover the cost of credit card processing.

d. HBO will charge the Client three dollars ($1.00) per ticket for unsold printed tickets to the Events with the price of the ticket printed on the front of the ticket, delivered to the Client or the Client’s designee, to be sold directly to the public by the Client or the Client’s designee.

e.  HBO will charge the Client thirty cents ($0.30) per ticket for printed tickets to the events showing the $0 face value on the ticket to be used as complimentary tickets.

f. HBO may charge a Customer additional fees for the mailing of printed tickets to the Customer via United States Postal Service or other document delivery service.

g. HBO will charge the Client twenty five dollars ($25) per hour, per box office staff member that it provides at the Client’s discretion, for box office services at the Events.

5.     Refunds

a. Client accepts responsibility for, and Customers are entitled to, full refunds for cancelled, postponed, or relocated events and it will be at HBO’s discretion to issue a refund if HBO believes the criteria for the refund has been met. 

b. Client accepts responsibility for, and Customers are entitled to, full refunds for errors caused by Client that prevent Customers from being admitted to Event(s) or being allowed to sit or otherwise be located in the location specified on Customer's order and it will be at HBO’s discretion to issue a refund if HBO believes the criteria for the refund has been met. 

c.  Refunds and requests for refunds not expressly described in 5.a. and 5.b. are the sole responsibility and at the discretion of the Client and HBO will only issue these refunds at the Client’s direction.   

d. HBO will issue refunds at the full ticket price and collected fees to each Customer and charge back the entire amount refunded, and any additional charges relating to that refund, to the Client.

6.     Term. The initial term for this Agreement shall be for a period commencing on the effective date through December 31, 2019 (the “Term”).  After expiration of the initial term, this Agreement shall remain in effect on a month-to-month basis unless terminated by either Party at any time immediately upon notice to the other Party, or upon mutual agreement of the Parties. Notwithstanding the foregoing, this Agreement may be terminated by either Party by written notice prior to the end of the stated term, with no obligation for any further payments, upon the happening of any of the following events:

a.The dissolution of any Party.

b. The filing, by any Party, of a petition of bankruptcy or insolvency or of reorganization or rehabilitation under any bankruptcy or insolvency act, or adjudication as a bankrupt or insolvent, or commission of any act of bankruptcy as defined in the Federal Bankruptcy Act;

c. Upon mutual agreement to terminate.

d. The failure of either Party to comply with any term or condition of this Agreement or any representation or warranty contained herein is or becomes false.

e.  The failure of either Party to comply with any applicable state, local or federal laws in the performance of this Agreement.

Upon termination or expiration of this Agreement for any reason, upon the request of Client, HBO shall immediately deliver to Client all Purchaser Information (as defined below) and Personal Information (as defined below) of Client in HBO’s possession or under its control, and shall cause any other parties holding such Purchaser Information and/or Personal Information of Client on behalf of HBO or pursuant to any third-party arrangement with HBO to immediately deliver such data and information to Client.

The Parties’ rights and obligations which, by their nature, would continue beyond termination, cancellation or expiration of this Agreement, including without limitation confidentiality provisions, indemnification obligations, product warranties and governing law, shall survive any such termination, expiration or cancellation.  The rights and remedies provided n this paragraph shall be cumulative and not exclusive of any rights or remedies provided by applicable laws.  Any termination of this Agreement shall not affect any right or claim hereunder that arises prior to such termination, which claims and rights shall survive any such termination.

7.     Representations and Warranties; Disclaimer  

a. HBO hereby represents and warrants to Client that:

i. HBO owns and has title to the hardware (including without limitation the scanning devices set forth in Section 3) to be provided to Client hereunder;

ii. HBO owns and has license rights in and to the HBO System

iii.The HBO System will be free from any and all defects as of its date of delivery to Client and during the Term;

iv. The HBO System will be provided to Client at a service uptime level of at least 99.9%;

v. HBO is and will remain in compliance with SSAE 16 at all times during the Term, and any non-compliance issues raised under any regular SSAE 16 audits shall be promptly addressed by the relevant parties and HBO shall apply its best efforts to diligently address such issues as they relate to the services provided herein;

vi. HBO shall, in the course of providing the services contemplated under this Agreement and in connection with its access to Purchaser Information (as defined below), (A) adhere to applicable privacy laws with respect to personal information about identifiable individuals (“Personal Information”), (B) use appropriate security measures to protect the Personal Information from unauthorized access, use, alteration or destruction; (C) limit the use of Personal Information to the purposes specified and necessary to carry out this Agreement or as prescribed by law; (D) limit disclosure of Personal Information to what is expressly authorized in writing by Client or required by law; (E) return to Client, or at Client’s request, dispose of all Personal Information collected by HBO in the course of providing services pursuant to this Agreement or provided to HBO by Client upon completion or termination of this Agreement; (F) upon request, provide such information as Client may request concerning HBO’s security measures for the Personal Information; and (G) notify Client in writing immediately upon becoming aware of any non-compliance with, or breach of, HBO’s obligations under this subsection 7(a)(vi) (which shall constitute a material breach of this Agreement) or under applicable privacy laws, relating to the Personal Information, in which case HBO shall consult with Client regarding the actions that it intends to take to remedy the breach and shall subsequently implement such actions as may be approved by Client in writing in connection therewith. 

b. Except for those express representations and warranties set forth above, HBO does not make any, and expressly disclaims all, warranties, conditions and representations other than the warranties, conditions and representations expressly made in this agreement, whether oral or written, expressed or implied, or arising by usage of trade or course of dealing.  The remedies set forth herein will be the sole and exclusive remedies of client.

8.     Limitations. In no event shall either Party be liable for economic, incidental, consequential, indirect, special, punitive or exemplary damages or lost profits, whether foreseeable or unforeseeable, whether claimed under contract, tort, breach, failure of warranty or any other legal theory, incurred by the other Party in connection with or under this Agreement. In the event that any liability is imposed on either Party for any reason whatsoever in connection with or under this Agreement the aggregate amounts payable by such Party by reason thereof shall not exceed the amount of money actually paid by Client to HBO hereunder; provided that this Section 8 shall not apply to either Party’s indemnity obligations or breaches of its confidentiality obligations, each as set forth below.   

9.     Confidentiality.  Both Parties will not disclose any proprietary information pertaining to products, services and modes of operation to any Party outside their respective organizations.  Both parties agree that, for purposes of confidential and proprietary information to be disclosed pursuant to the terms of this Agreement, “Confidential Information” shall mean any product plans, pre-release products, marketing plans, business opportunities, customer lists, personnel data, research and development activities, know-how and third party information.  Except as expressly authorized by prior written consent of each party, each party shall limit access to the Confidential Information to its employees who have a reasonable need-to-know solely for the purposes of this Agreement and who have been advised of the proprietary nature thereof and the obligations of this Agreement.  Each party shall hold Confidential Information in confidence and shall use the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care) to prevent unauthorized use or disclosure.  Each party agrees that (a) monetary damages may be inadequate to compensate the offended party for any breach of the obligations set forth in this Section; (b) any such violation or threatened violation may cause irreparable injury to the offended party and (c) in addition to any other remedies that may be available at law or in equity, the Offended party shall be entitled to obtain injunctive relief against the threatened or continued breach without the necessity of proving actual damages.

10.  Intellectual Property.

a. Client does not own any proprietary rights to the trademarks, service marks, or the brands of HBO. 

b. HBO does not own any proprietary rights to the logos, trademarks, service marks, or the brands of the Client or any of its affiliates. 

c. Both parties are hereby authorized to use the other's logos, trademarks, service marks, and brands solely for marketing purposes directly related to the Event(s) specified in the Event Sales Addendum(s). Neither Party shall have any right to use the other Party’s logos, trademarks, service marks, and brands for any reason, purpose or duration beyond the promotion of the applicable Event. 

d. Client does not own any proprietary rights to HBO's system. 

e. Client will not disassemble, reverse engineer, or copy HBO's system. 

f. HBO hereby acknowledges that Client is and shall at all time remain the sole owner of any and all data with respect to the Ticket purchasers and other users of the HBO System for purchase inquiries, including the names, addresses and other information collected from such persons by HBO in the performance of its obligations hereunder and by other parties on behalf of HBO (the “Purchaser Information”).

11.  Indemnification.  Both Parties agree to accept full and exclusive responsibility for their own acts and those of their employees, agents and subordinates and to indemnify, defend and hold  the other Party harmless from, and reimburse them for, any liability claims, demands, costs and expenses incident to any claim, loss, damage or injury of any kind (each, a “Claim”), including attorney's fees and court costs incurred in connection with any legal claim of any kind, to any person or kind, to any person or property because of or due to any act or conduct of any of the Parties or any of their employees, agents or subordinates, except to the extent caused by the gross negligence or willful misconduct of the other Party.  In addition, HBO will indemnify and hold Client and its affiliates, and each of their respective employees, agents and representatives (the “Client Indemnified Parties”) harmless from and against any Claims arising out of or in connection with a claim that the HBO System, or the use thereof in connection with the services provided hereunder, infringes a patent, copyright, trade secret or any proprietary rights of a third party.

12.  Assignment.  No Party may sell or assign this Agreement without the other Parties' written consent. In the event of assignment, the rights and obligations of the Parties hereto shall be binding upon and shall inure to the benefit of their respective successors and permitted assigns.

13.  Entire Agreement.  This Agreement embodies the entire Agreement of the Parties and supersedes any other agreements or understandings with respect hereto that may ever have existed between the Parties.

14.  Waiver.  The failure of any Party to enforce at any time any provisions of this Agreement shall not constitute a waiver of the right thereafter to enforce the same or any other provision hereof.

15.  Arbitration.  Any dispute arising from or related to this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association in effect when the dispute arises, and judgment on the award rendered may be entered in any court having proper jurisdiction.

16.  Attorney's Fees.  In any dispute arising from or related to the performance of any Party under this Agreement, the prevailing Party in such dispute shall be entitled to recovery of reasonable attorney's fees from the other Parties.

17.  Amendment.  Only an instrument in writing signed by all Parties may amend the Agreement.

18.  Applicable Law.  This Agreement shall be governed by the laws of the State of Hawaii both as to interpretation and performance.

19.  Independent Contractors.  Each party is engaged in an independent business and shall perform its obligations under this Agreement as an independent contractor and not as the agent, employee or servant of the other Party.  Each Party shall be solely responsible for the employment, direction, supervision, compensation and discharge of its employees including but not limited to compliance with social security, withholding and all other regulations governing such matters.  Nothing contained in this Agreement is intended to express a legal partnership or joint venture between the Parties

20.  Notices.  All notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement must be in writing in order to be effective.  Such notices shall be deemed effective under one of the following:

a. Three (3) calendar days after deposit in the United States mail, postage prepaid, certified or registered mail with return receipt;

b.  If given by facsimile or electronic mail, the day that such facsimile or electronic mail is sent and receipt is confirmed provided that a copy of such notice is also sent by one of the other means specified in this Section;

c. Upon delivery if delivered in person or by messenger.  In each case addressed to the following addresses (or such other address as either Party may designate in writing from time to time):     

21.  Publicity.  Each Party agrees not to provide copies of this Agreement, or otherwise disclose the terms of this Agreement, to any third party without the prior written consent of the other Party.  Each Party shall not publish or commercially use other Party’s name, trademarks, logos, or service marks without the prior written consent of other Party.