Attended Events Terms and Conditions

Changes in Scope, Schedule or Fees

1. We are not responsible for performing any changes to the scope, schedule or fees unless and until the parties agree in writing (email acknowledgement is acceptable) to a change order specifying the changes to scope, schedule, fees or payments.

Payment

1. You will pay us for Services and/or Deliverable at the rates and according to the terms, if any, set forth in the applicable Proposal or Related Agreement. Credit card payments will incur a 3.5% surcharge.

2. You agree to pay every invoice from us within the earlier of 30 days or the start of the event, unless you dispute it within sixty (60) days after receipt. If you dispute a portion of an invoice, you must pay the undisputed portion within thirty (30) days of receipt.

3. You will reimburse us for administrative, travel, and out-of-pocket expenses we incur in doing our work for you, which, unless we agree otherwise, will include a 20% markup. Travel will have no mark-up and will be billed at cost. We will ask for prior approval when the cost of a necessary significant expense or service outside the scope of a Related Agreement is over $500 of 15% of the Scope of Work, whichever is greater.

4. Unless you furnish a valid exemption certificate in advance, in addition to the fees for the Services and Deliverables, you will pay any applicable federal, state or local taxes.

5. Any amounts due and payable but unpaid from more than thirty (30) days will accrue interest at the rate of 1.5% per month until paid.

6. Late payment, at our sole discretion, may result in a stop of all work, in addition to any other remedies available.

7. You are liable for all our costs to recover any late payments, including without limitation, all professional fees and legal costs.

Term of Engagement; Cancelation or Termination

1. Each Proposal or Related Agreement will set the performance period for the work to be performed. When an MSA is in place, termination of the MSA will also terminate all Related Agreements.

2. Either party may cancel or terminate without cause, upon at least sixty (60) days’ prior written notice, in which case the following are non-refundable: (i) if within seven (7) or fewer days prior to the event, you owe us/we get to keep all funds paid or due under the contract; (ii) if within eight (8) to thirty (30) days prior to the event, you owe us/we get to keep fifty percent (50%) of all funds paid or due under the contract; (iii) if thirty-one (31) or more days prior to the event, you owe us/we get to keep funds sufficient to cover our expenses to date. We may credit any funds withheld to a future contract, signed within one (1) year of the cancelation, subject to our discretion. If you terminate mid-project, you also agree to pay all the costs we incurred, including any commitments we are unable to cancel or get a refund for.

3. For material breach of a Proposal or Related Agreement, upon written notice thereof to the breaching party, the breaching party must cure the breach within thirty (30) days (fifteen (15) days if the breach is non-payment of an amount due) after receipt, failing which the Proposal or Related Agreement will automatically terminate.

Confidentiality

1. “Confidential Information” is technical, business or other information that is not generally known by the public and should be treated as confidential. Confidential Information is not information that becomes known to the public through no fault of its own; was known to a party prior to receipt under this contract; is lawfully obtained on a non-confidential basis from a third party having a right to disclose the information; or if a party is required by law, court order or governmental agency to disclose (e.g. subpoenas, etc.), provided the other party is given prompt notice of the demand for disclosure and is given an opportunity to seek an order to limit the scope of the disclosure.

2. The party that owns or discloses the Confidential Information is the “Discloser,” and the party receiving the Confidential Information is the “Recipient.”

3. The Recipient will use the Discloser’s Confidential Information only for the purposes of the work hereunder and will use reasonable efforts to protect Confidential Information against unauthorized disclosure or use. The Recipient may disclose Confidential Information to its employees or subcontractors only for the purposes of performing the work, and only if they have signed an NDA that protects the Confidential Information.

4. Since a breach of this confidentiality section will cause immediate and irreversible harm, and money damages alone are insufficient, in addition to any other remedy, the harmed party may seek an injunction, restraining order or other similar relief to enforce this section.

Warranties; Indemnity; Limitation of Liability

1. Our services will be performed by qualified personnel, in a professional manner, consistent with industry standards, and will conform to any specifications in the Proposal or Related Agreement.

2. Any deliverable will carry with it the manufacturer’s warranty, if any, therefore, you will be bound by the terms of the manufacturer’s warranty.

3. If we must provide services or deliverables over telecom networks, including the internet, we make no warranty or representation that any network will never be impaired or impacted. Also, as data transmitted over the internet may not remain confidential, we make no warranty regarding the privacy or security of your information (e.g. corruption or loss) in performing work for you.

4. EXCEPT AS PROVIDED IN THIS WARRANTIES SECTION, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages or lost profits, revenue or opportunities.

6. In any event, our liability under a Proposal or Related Agreement will not exceed the total amount you have paid under the applicable agreement.

7. Each party will indemnify, defend, and hold harmless the other from and against any loss, cost, injury, damage, fine or judgment (including attorneys’ fees) directly or indirectly caused by its negligence, willful misconduct, breach of contract, or violation of any law or regulation, arising out of or in connection with the performance of a Proposal or Related Agreement.

8. If somebody files a complaint against us related to any information, media or anything else you provided us in order to perform services or create deliverables, you will defend or settle the claim at your cost.

Dispute Resolution

1. In the event of a controversy, claim, issue or dispute regarding a Proposal or Related Agreement (“Dispute”), we will have direct discussions for up to thirty (30) days to try to resolve it. If direct discussions don’t succeed, we will mediate or arbitrate the Dispute as follows.

2. If a Dispute is not settled by direct discussions, the parties agree first to try to settle the Dispute by up to three rounds of non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association (“AAA”). If mediation fails, it will be settled by binding arbitration before a mutually agreed upon arbitrator, pursuant to the Commercial Arbitration Rules of the AAA.

3. Within thirty (30) days of receiving a notice to mediate, or within thirty (30) days after a third unsuccessful mediation, the parties will agree on a mediator or arbitrator, as the case may be. If we can’t agree on a mediator or arbitrator, then each party will select a mediator or arbitrator, and the two we select will together select a third mediator or arbitrator, which will mediate or arbitrate the Dispute.

4. The mediation or arbitration will take place in Raleigh, N.C. Any arbitration award may include any form of damages or injunctive relief consistent with this contract. The award will be final and binding and may be entered in any court having jurisdiction over the losing party. The winning party will be awarded all of its costs, including but not limited to any filing fees, the fees of the arbitrator, reasonable attorneys’ fees, travel expenses, and/or any other costs incurred relating to the Dispute.

5. If one of us is joined in a lawsuit involving a third party, any Dispute between us will still be mediated or arbitrated under this Dispute Resolution section, not litigated in that lawsuit.

6. If a party must hire counsel to enforce the terms hereof, the non-prevailing party shall be liable to the prevailing party for all attorneys’ fees and costs incurred in such enforcement.

Miscellaneous

1. We may in our discretion and at our expense hire subcontractors to work on a project for you.

2. At all times during the term of this contract and for a period of twelve (12) months after it ends or expires, you will not solicit or hire, or try to solicit or hire, from us any person or firm that was an employee, manager, contractor or sub-contractor of ours at any time during the term of this contract, whether it’s for yourself or for any other person or firm, provided solicitation or hiring through sites such as indeed.com, theladders.com or ziprecruiter.com is not prohibited.

3. Neither one of us will transfer or assign our rights or obligations under a Proposal or Related Agreement without the prior written consent of the other party, except we may do so to anybody that buys all or substantially all of our business or assets.

4. Subject to the foregoing, the Proposal or Related Agreement will bind and benefit the parties’ successors and assigns.

5. We may use your name for business development purposes (e.g. press releases, websites, blogs, brochures, etc.). Neither party may use the trademark, service mark or logo of the other party in any advertising or in any other manner without the prior written consent of the party.

6. Neither party shall be deemed at fault or liable to the other for any delay, interruption or failure to perform as a result of fire, flood, extreme bad weather, acts of God, war, terrorism, labor disputes, strikes, shortages of equipment or suppliers, national pandemic, government orders or any other cause beyond the reasonable control of a party. If we perform, you owe us in full; if we can’t perform due to Force Majeure, you only owe us for the expenses we incurred (including our standard markup) or the services we performed.

7. This contract and any Dispute will be governed by the laws of the State of North Carolina.

8. No failure or delay to exercise any right or enforce any term hereof will constitute a waiver or on-going waiver of that or any other right, unless the waiver is in writing.

9. This Proposal or Related Agreement sets forth the entire understanding between us and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof.