1. Events. The Company organizes events to connect buyers and suppliers in the building industry. The Buyer desires to attend one or more of these events, and by signing this Agreement, agrees to attend the following events marked as “Attending” (the “Event(s)”).
2. Expenses. In consideration of the Buyer’s attendance at the Events, the Company will cover the Buyer’s round-trip airfare, hotel accommodations for two (2) nights, and all scheduled meals and receptions (collectively, the “Expenses”). All travel and lodging arrangements will be made at the Company’s discretion. The Company also reserves the right to schedule meetings between the Buyer and suppliers during the Events, and the Buyer acknowledges and agrees that in consideration of THM paying the Expenses, the Buyer will be required to attend all such meetings.
3. Term; Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein (the “Term”). If the Buyer wishes to cancel all or part of this Agreement, the Buyer must send notice of cancellation to the Company in writing. If the Buyer cancels all or part of this Agreement, the Buyer acknowledges and agrees that the Buyer will be liable for any non-refundable or otherwise non-recoverable Expenses paid by the Company for the Buyer’s attendance at the Event, regardless of the reason for cancellation. The Buyer’s failure to attend the Event and/or any scheduled meetings without prior written notice and the Company’s written approval shall constitute a material breach of this Agreement and may, at the Company’s sole discretion, be deemed a termination by the Buyer. In such case, the Buyer acknowledges and agrees that they shall be liable for any non-refundable or otherwise non-recoverable Expenses incurred or committed by the Company on the Buyer’s behalf in connection with the Event, including but not limited to airfare, lodging, registration fees, and other travel or accommodation costs, including any penalties, fees, and attorneys’ fees and costs. The Company reserves the right to cancel any and all Events or to terminate this Agreement or the Buyer’s participation in the Events for any reason at any time upon written notice to the Buyer. The Company shall not be held responsible for any consequential losses incurred by the Buyer due to such cancellation.
4. Representations and Warranties. Each Party represents and warrants to the other Party that the warranting Party: (i) has all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; and (ii) will comply with all federal, state and local laws and regulations applicable to it in the performance of its obligations hereunder and will obtain all applicable permits and licenses required of it in connection with its obligations hereunder.
5. Intellectual Property. All content provided by the Company during the Events is protected by United States copyright laws and is the exclusive property of the Company, its representatives, agents or its authors. You may not, under any circumstances, share, distribute, publish, repurpose, or sell any such content, or attempt to do so, in any way without the prior written consent of the Company.
6. Authorization. By signing this Agreement you acknowledge, agree, and consent that your company name, company branding, address, phone numbers, e-mail, and website addresses, and names and number of attending personnel will be treated as public domain information and may be available on the Company’s website and/or other platforms and materials provided to Event attendees, as well as provided to the event center and any service vendor contracted to conduct work for the Event. The Company may, from time to time, contract third-party professional photographers, videographers, and other service providers to be present at Events (“Approved Parties”). Therefore, please note that any photographs, videos and audio recordings taken at an Event by the Company or by Approved Parties may be used in future Company publications, online or in other Company promotional materials or may be used by the Approved Parties. Attendance or participation at the Events constitutes your consent to the Company’s and the Approved Parties’ use and publication of your brand, image and/or voice in photographs, videotapes, audiotapes or other electronic media pertaining to the Company’s events and activities.
7. Indemnification. The Buyer hereby indemnifies, defends, releases and holds the Company and its affiliates, owners, officers, directors, employees, and agents harmless from and against any and all claims, liabilities, expenses, costs, and damages, including attorneys’ fees, alleged against or incurred by the Company in connection with or arising out of (i) any breach by the Buyer of any of its covenants, representations and warranties made in this Agreement or any other agreement, instrument or document by which the Buyer may be bound; or (ii) any actions or inaction of the Buyer or of any of the attendees of the Event(s), including without limitation any injury or death of any person and any damage to or loss of any property. The provisions of this Section 7 shall survive the execution, delivery, performance and termination of this Agreement indefinitely.
8. Limitation on Damages. THE COMPANY SHALL NOT BE LIABLE TO THE BUYER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES UNDER THIS AGREEMENT. FURTHER, TO THE MAXIMUM EXTENT PERMITTED AT LAW, THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, FRAUD, NEGLIGENCE, PRODUCTS LIABILITY AND STRICT LIABILITY), SHALL BE LIMITED TO CHOOSING NOT TO ATTEND THE EVENT.
9. Release. TO THE FULLEST EXTENT ALLOWABLE BY LAW, IN CONSIDERATION OF THE COMPANY PAYING THE EXPENSES, YOU HEREBY RELEASE, DISCHARGE, HOLD HARMLESS, AND AGREE TO INDEMNIFY THE COMPANY AND ITS MEMBERS, EXHIBITORS, VISITORS, ATTENDEES, PARTICIPANTS, BUSINESS PARTNERS, SPONSORS, AGENTS, CONTRACTORS, EMPLOYEES, VOLUNTEERS, LESSORS, INSURERS, AND ALL OTHER PERSONS OR ENTITIES ACTING IN ANY CAPACITY WITH THE COMPANY OR ON THE COMPANY’S BEHALF, AND ALL AFFILIATES OF SUCH PERSONS OR ENTITIES (COLLECTIVELY WITH THE COMPANY, THE “Releasees”), ON BEHALF OF YOURSELF, YOUR SUCCESSORS, CHILDREN, PARENTS, GUARDIANS, HEIRS, ASSIGNS, PERSONAL REPRESENTATIVES, AND ESTATE (COLLECTIVELY, THE “Releasors”) FROM ANY AND ALL CLAIMS, DEMANDS, RIGHTS, LIABILITIES, AND CAUSES OF ACTION OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, WHETHER OR NOT ARISING OUT OF ACTS OR OMISSIONS OF PASSIVE OR ACTIVE NEGLIGENCE OR ANY OTHER ACTION OR INACTION ON THE PART OF THE RELEASEES (COLLECTIVELY, THE “Released Liabilities”), RELATED TO (1) YOUR TRAVEL TO, FROM, OR DURING ANY OF THE EVENTS; (2) YOUR LODGING OR ACCOMODATIONS PROVIDED IN CONNECTION WITH THE EVENTS; AND (3) YOUR ATTENDANCE OR PARTICIPATION AT THE EVENTS. YOU UNDERSTAND AND AGREE THAT THIS RELEASE INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS FOR BODILY INJURY, PERSONAL INJURY, ILLNESS, DEATH OR PROPERTY DAMAGE, AND YOU EXPRESSLY ASSUME ALL SUCH RISKS, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR FAULT OF ANY OF THE RELEASEES.
10. Notices. All notices, requests, demands and other communications desired or required to be given under this Agreement shall be in writing to the respective Parties to the addresses in the introductory paragraph or to such other address as the Party to which such notice is given may have previously furnished to the other in writing as provided herein. Notice shall be delivered via (a) certified or registered mail, return receipt requested, postage prepaid, (b) national or international express or priority delivery service, or (c) by email transmission (following with hard copies to be sent by national or international express or priority delivery service). All notices shall be deemed given when actually received or refused by the Party to whom the same is directed or the date the national or international express or priority delivery service or independent third-party courier confirms the notice is not deliverable to the address provided by the intended recipient. Each Party may designate a change of address or supplemental addressee(s) by notice to the other Party.
11. Entire Agreement. This Agreement and exhibits incorporated herein or therein, constitute the entire agreement between the Parties pertaining to the subject matter set forth herein and may be modified or amended only upon the unanimous, written consent of the Parties hereto, or their respective heirs, legal representatives, successors or permitted assigns. The Buyer agrees to abide by all additional rules and regulations, and to execute any required releases, as the Company may provide prior to or at the Events from time to time, and such rules and regulations are hereby incorporated by reference and made a part hereof.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its choice of law principles. The Company and the Buyer hereby: (a) irrevocably submit to the sole and exclusive jurisdiction of any Florida or federal court situated in Lee County, Florida, in any action arising out of this Agreement, (b) agree that all claims in any such action may solely and exclusively be decided in such courts; and (c) waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum, as well as any jurisdictional or venue defenses otherwise available to them. The Parties also agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
13. Attorneys’ Fees; Costs of Enforcement. In the event of any litigation, including arbitration, between the Parties arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all costs and attorneys’ fees incurred, including attorneys’ fees in all investigations, arbitrations, trials, bankruptcies, and appeals. The Parties agree and acknowledge that while this Section references arbitration, it shall not be read to require the Parties to submit to arbitration unless they agree to submit to arbitration in a separate, explicit, provision of this Agreement, or in a separate written agreement.
14. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law and, in the event that any one or more of the words, phrases, sentences, clauses, or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid words, phrases, sentences, clauses, or sections had not been inserted.
15. Force Majeure. Notwithstanding anything contained in this Agreement to the contrary, neither Party shall be liable to the other Party for any alleged loss or damage resulting from the failure to perform under this Agreement, when such failure is due to acts of God, natural disasters, acts of civil or military authority, fire, floods, epidemics, quarantine, energy crises, war, riots, or other events or circumstances beyond a Party’s reasonable control. Each Party shall promptly notify the other Party of the occurrence of such event.
16. Miscellaneous. The waiver by either Party of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. Unless otherwise provided herein, all rights, powers and privileges conferred upon the Parties by law, this Agreement or otherwise shall be cumulative. This Agreement shall be enforceable in accordance with its terms by the Parties hereto and shall be binding upon, and inure to the benefit of, the Parties and their successors and assigns. The Parties agree that the language, terms and conditions in this Agreement are not to be construed in any way against or in favor of any Party hereto by reason of the responsibilities of the Parties in connection with the preparation of this Agreement. This Agreement shall not be assignable by the Buyer. The Company may assign its rights hereunder to any successor entity.
17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same document. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.