Advertising Terms & Conditions

Advertising and Sponsorship Terms and Conditions

The following agreement governs the purchase and use of sponsorship and advertising features made available through the Apollo Streams Software (as defined below) and is an agreement between Apollo Streams, Inc. (“Publisher”), a Utah corporation with offices located at 11382 North 5710 West, Highland, UT 84003, and you (“You,” “Licensee,” or “Customer”).

By completing the registration process, purchasing a Sponsorship Package, or uploading Sponsor Content (as defined below), You agree to be bound by this Agreement. These Terms and Conditions may be modified from time to time by Publisher, and continued use of the sponsorship features or purchase of additional Sponsorship Packages after changes are posted constitutes acceptance of the modified Terms and Conditions.

 

Recitals

WHEREAS, Publisher has developed Apollo Streams Software, which enables schools, teams, and similar organizations to record and live stream athletic and other events that they have the right to broadcast (“Content”), and to include sponsor logos and commercials in such Content;

WHEREAS, Licensee desires to use Publisher’s sponsorship tools to upload and display sponsor logos and commercials in Content during a season under a Sponsorship Package, subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows:

  1. Definitions. Capitalized terms not otherwise defined in the Agreement have the meanings set out in this Section.
    • “Apollo Streams Software” means Publisher’s proprietary software and related services that enable recording, editing, enhancing, and live streaming athletic and other events, and may include features such as replay capture, highlight upload, zoom, multiple camera angle use, customizable scoreboards, and tools to facilitate sponsorship display and reporting.
    • “Content” means the athletic or other events that Licensee records using Apollo Streams Software and live streams or otherwise distributes, including any excerpt, highlight, or replay reproduced or displayed during such live stream.
    • “Sponsor” means any business, person, organization, or other entity that provides consideration to Licensee in exchange for visibility through logos or commercials displayed in Content.
    • “Sponsor Content” means any sponsor logo, advertisement, commercial, or other content uploaded by Licensee for display within Content using Apollo Streams Software, including any trademarks or other intellectual property contained therein.
    • “Team Managed Sponsorships” means Sponsor Content uploaded, selected, enabled, disabled, and managed by Licensee for display within Content using Apollo Streams Software during a defined season or event period.
    • “Active Logo” means a sponsor logo that is enabled for display within the Apollo Streams Software for the applicable season.
    • “Active Commercial” means a sponsor commercial video file that is enabled for display within the Apollo Streams Software for the applicable season.
    • “Sponsorship Package” means a seasonal package purchased by Licensee that determines the quantity of Active Logos, Active Commercials, and reporting features available to Licensee for the season.
    • “Publisher Policies” means Publisher’s technical specifications, content restrictions, and compliance policies for Sponsor Content, as may be implemented or amended by Publisher from time to time.
    • “Effective Date” means the date Licensee first purchases a Sponsorship Package, creates an account, or uploads Sponsor Content, whichever occurs first.
    • “Intellectual Property” means any and all trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, domain names, original works of authorship and related copyrights, and other intangible property in which any party holds proprietary rights.
  2. Agreement to Purchase Sponsorship Features.
    • Purchase and Use. Subject to the terms and conditions of this Agreement, during the Term, Publisher grants Licensee access to Team Managed Sponsorship features as provided under the Sponsorship Package purchased by Licensee.
    • Non Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement. Licensee may obtain sponsorships or advertising through other channels, and Publisher may offer similar services to others.
    • Licensee Control. Licensee controls which Sponsor Content is uploaded and enabled, when Sponsor Content is displayed using the software features, and which seasons Sponsor Content applies to, subject to Publisher Policies and the approval rights in this Agreement.
  3. Sponsorship Packages, Fees, and Add Ons.
    • Seasonal Packages. Publisher offers the following Sponsorship Packages on a per season basis:
      • Basic Sponsorship Kit: $29 per season. Includes 1 Active Logo and includes logo view count and viewership reporting.
      • Pro Sponsorship Pack: $99 per season. Includes up to 5 Active Logos and up to 1 Active Commercial.
      • Elite Sponsorship Pack: $249 per season. Includes up to 25 Active Logos and up to 5 Active Commercials.
    • Add Ons. If Licensee requires additional assets beyond the Sponsorship Package limits for a season, the following seasonal add ons apply:
      • Additional logo: $15 per season per additional Active Logo.
      • Additional commercial: $35 per season per additional Active Commercial.
    • Payment. Unless other arrangements are made in writing, Licensee pays for Sponsorship Packages and add ons via credit card or other payment methods made available by Publisher.
    • Taxes. All fees are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by governmental authority. Licensee is responsible for all such charges except for taxes imposed on Publisher’s income.
    • Changes. Publisher may update package pricing or features prospectively. Changes will not affect seasons already paid for.
    • No Guaranteed Exposure. Fees are for access to sponsorship tools and seasonal capacity limits. Publisher does not guarantee any level of viewership, exposure, impressions, or sponsor performance.
  4. Sponsor Content Requirements and Responsibilities.
    • Upload and Format. Licensee shall upload Sponsor Content in final format in accordance with Publisher Policies. Publisher is not responsible for editing or correcting Sponsor Content.
    • Rights and Clearances. Licensee is solely responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and attribution information, and for payment of any royalties or fees required for Sponsor Content to be created, uploaded, displayed, and distributed through Content.
    • Sponsor Relationships. Publisher does not verify sponsorship relationships and is not a party to any agreement between Licensee and any Sponsor. Licensee is solely responsible for sponsor pricing, sponsor fulfillment obligations, and sponsor communications.
    • Compliance. Licensee represents and warrants that Sponsor Content complies with all applicable laws, rules, and regulations and with Publisher Policies.
    • Prohibited Content. Sponsor Content may not promote unlawful activity and may not advertise or enable unlawful sales of alcohol, tobacco, firearm products, or unlawful gambling activity or lottery.
    • Security. Sponsor Content delivered to Publisher will not contain viruses or other devices capable of disabling or interfering with computer systems or software.
  5. Approval, Removal, and Placement.
    • Acceptance or Rejection. Publisher has the right, in its sole discretion, to accept, reject, disable, or remove any Sponsor Content at any time. Licensee also has the right to remove Sponsor Content at any time.
    • Placement. The positioning and display of Sponsor Content within Content is controlled by the software features and Licensee’s use of those features. Publisher does not guarantee specific placement, timing, or frequency of display.
    • Publisher Policies. Publisher Policies are available online and may include technical specifications, deadlines, and content restrictions. Publisher is not required to display Sponsor Content that does not comply with Publisher Policies.
  6. Reporting.
    • Viewership Reporting. Where enabled by the purchased Sponsorship Package, Licensee may access view counts or viewership reporting through the Apollo Streams Software.
    • Reporting Disclaimer. Any view counts, impressions, analytics, or reporting provided are informational only and are not guarantees of exposure, audience size, or sponsor performance.
  7. Event Availability and Technical Limitations.
    • No Control of Connectivity. Publisher provides software and tools that enable the capture, display, and distribution of Content. Publisher does not control and is not responsible for the availability, quality, reliability, or performance of internet connectivity, cellular service, venue infrastructure, power availability, or third party services used by Licensee.
    • Interruptions. Live streaming, replay display, scoreboard integration, and Sponsor Content display may be affected or interrupted due to technical limitations, network congestion, equipment failure, venue restrictions, weather conditions, or other factors beyond Publisher’s reasonable control.
    • No Guarantee of Live Stream. Publisher does not guarantee that any event will be streamed live, streamed without interruption, or streamed at any particular quality level.
    • No Sponsor Refund Responsibility. Licensee agrees that any sponsorship fees charged to Sponsors are solely the responsibility of the Licensee and that Publisher is not responsible for refunds, credits, make goods, or other compensation to Sponsors arising from event cancellation, interruption, or technical issues outside Publisher’s control.
    • Licensee Readiness. Licensee is responsible for making reasonable efforts to establish adequate internet connectivity and event readiness when offering sponsorship visibility through Content.
  8. License Grant.
    • License to Publisher. Licensee grants Publisher a limited, royalty free, non exclusive, non transferable, and non sublicensable license to reproduce, publish, and distribute Sponsor Content, including the Sponsor’s Intellectual Property contained therein, solely as necessary to display Sponsor Content within Content and to provide reporting features under the purchased Sponsorship Package.
    • No Other Rights. Other than this express license, Licensee grants no right or license to Publisher by implication, estoppel, or otherwise.
  9. Representations and Warranties.
    • Mutual. Each Party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations under this Agreement.
    • Licensee. Licensee represents and warrants that it holds the necessary rights to upload and authorize the display of Sponsor Content and that Sponsor Content will not violate the rights of any third party.
    • No Other Warranties. Except for the express warranties contained in this Agreement, the Apollo Streams Software and sponsorship features are provided as is and as available, and Publisher disclaims all other warranties to the maximum extent permitted by law.
  10. Indemnification.
    • Licensee Indemnification. Licensee shall defend, indemnify, and hold harmless Publisher and its employees, officers, directors, agents, affiliates, successors, and permitted assigns from any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, or expenses, including reasonable attorney fees, arising out of or relating to (i) Sponsor Content uploaded, displayed, reproduced, or distributed through the Apollo Streams Software, (ii) any breach by Licensee of this Agreement, or (iii) any dispute between Licensee and any Sponsor.
    • Publisher Indemnification. Publisher shall defend, indemnify, and hold harmless Licensee from any and all losses arising out of a third party claim alleging breach by Publisher of material obligations under this Agreement or gross negligence or willful misconduct by Publisher in performing its obligations.
  11. Limitation of Liability.
    • No Consequential Damages. Except with respect to liability for indemnification, breach of confidentiality, or infringement or misappropriation of intellectual property, in no event will either Party be liable to the other for any consequential, incidental, indirect, special, exemplary, or punitive damages, including loss of use, revenue, profit, business interruption, or loss of information.
    • Maximum Liability. Except with respect to liability for indemnification, breach of confidentiality, or infringement or misappropriation of intellectual property, each Party’s aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid to Publisher by Licensee for the Sponsorship Package and add ons for the applicable season during which the claim arose.
  12. Confidentiality.

    From time to time, either Party may disclose confidential information to the other. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party’s confidential information with at least a commercially reasonable degree of care and shall use it only as necessary to perform under this Agreement, except as required by law.

  13. Term and Termination.
    • Term. The term of this Agreement commences on the Effective Date and continues until terminated by either party in writing.
    • Termination. Either Party may terminate this Agreement upon written notice if the other Party breaches this Agreement and does not cure the breach within thirty (30) days after receiving notice.
    • Effect. Termination does not affect rights or obligations that by their nature should survive, including payment obligations accrued, confidentiality, indemnification, and limitation of liability.
  14. Miscellaneous.
    • Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding sponsorship features and Sponsor Content display within Content.
    • Notices. Notices must be in writing and delivered to the addresses designated by the Parties.
    • Severability. If any provision is invalid or unenforceable, the remaining provisions remain in full force and effect.
    • Amendment. Publisher may update this Agreement as described above. Any amendment requiring signature will be executed in writing by authorized representatives.
    • Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets.
    • Choice of Law. This Agreement is governed by the laws of the State of Utah, without regard to conflict of law principles.
    • Choice of Forum. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in Salt Lake City, Utah.
    • Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement creates an agency, joint venture, partnership, or fiduciary relationship.
    • Attorney Fees. The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorney fees and costs.