VIRTUAL CHAIR SERVICES AGREEMENT
This VIRTUAL CONFERENCE AND EVENT PLANNING SERVICES AGREEMENT (the “Agreement”) is made effective as of September 29, 2020, by and between Virtual Chair, Inc. (“Company”), an Illinois corporation, and the client listed above (“Client”). This Agreement includes and incorporates the above Order Form.
WHEREFORE, Client desires to engage Company to provide certain virtual conference and event planning and management services for a conference (the “Event”) to be held on the date(s) listed above (“Services Term”), and Client desires to have event coordination and related services provided by Company.
WHEREFORE, Company desires to be the principal coordinator of the Event and will provide professional quality event planning services in connection with the Event, upon the terms and conditions specified in this Agreement.
NOW, THEREFORE, in consideration of the covenants and conditions contained herein, and for other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Client and Company (collectively the “Parties”) hereto agree as follows:
Services. Client hereby retains Company to provide or perform the conference and event planning services (the “Services”) specifically described in either Schedule A of the contract, in the Click & Buy description, or as arranged and agreed upon between the client and the Company. Company will be responsible for the planning, organization and management of all the details necessary for the performance of the Services outlined in Schedule A or in the associated Click & Buy or agreed upon space organization and service agreements..
Event Materials. As part of the Services, Company will produce various materials, including but not limited to maps. The media created by Company as part of the virtual venue, including maps and other media associated with the virtual venue, are the property of Company. These materials are to be used exclusively, specifically, and solely for the Event, and Client may not use the materials for any other event or purpose. As part of the Services, Company may produce video recordings of live activities and events, with any such recordings becoming the property of Client and Event participants/attendees. Client shall be permitted to use screen shots or video of the venue to advertise the Event.
Company will incorporate and compile into the Event program certain media and other materials as provided by or on behalf of Client or Event participants, which materials may include video, audio, and posters, among others. It is Client’s responsibility to timely provide to Company all materials Client wishes to include for the Event, which materials should be provided to Company not less than one week prior to the start date of the Event. Materials received less than one week prior to the Event shall be considered late. Company will make best efforts to include any late materials but cannot guarantee the inclusion of said materials and will not be responsible for the exclusion or omission of any late materials.
Client shall be responsible for securing all required copyright and related intellectual property rights for materials provided by Client or Event participants, and Company shall not be liable for any materials provided by Client or Event participants that are in violation of state or federal copyright, trademark, or related laws.
All materials, content, and subject matter created and provided by Client or Event participants to Company for the
Event shall be of a professional, appropriate, and tasteful nature.
Registration of Participants. Participants and attendees must either register for the Event not less than 24 hours prior to joining the Event, when using a client provided passlist ( the minimum time permitted/required by Client’s registration technology, to allow sufficient time for Company to process the registration with the Event platform.) or in the case of a password protected space, the password will be provided with the event landing page and can be distributed by the client. The client is responsible for maintaining an attendance number related to the agreed upon Gather reservation number, or risk poor performance and inaccessibility of the space to additional attendees that are not accounted for in the original Gather reservation numbers.
Third Party Services. The Parties understand and acknowledge that third-party vendor Gather.town (“Gather”) will provide the digital infrastructure platform and related services for the Event, which services are separate and distinct from Company’s services as contemplated by this Agreement. Company shall enter into a separate agreement for said services on behalf of Client. Company will coordinate with Gather and will transmit to Gather all necessary Event information materials, and registrations for inclusion on the Gather platform. Company shall not be responsible for providing digital, system, or technical access to parties with system requirements outside those satisfied by the Gather platform, and Company shall not be responsible for any system, access, or technical difficulty or failure Client may experience or encounter in working with Gather.
Date Changes. If Client is forced to change the date of the Event for any reason, every effort will be made by Company to accommodate the new date, but Company cannot guarantee that it will have the capability or capacity to do so. Client agrees that if the date of the Event is changed, any expenses, including but not limited to, deposits and fees, which are non-refundable and non-transferable, are the sole responsibility of Client. Client further understands and acknowledges that last minute Services changes may impact the availability of certain materials, staff members, vendors, or other items required for or important to the Event, which may thereby compromise the quality of the Event, and that Company is not responsible for these compromises in quality.
Cancellations. In the event of a cancellation of the Event, all payments made on or before the date of cancellation are non-refundable and Client will be responsible for any charges that may be due and owing to any third-party vendor.
Confidential Information; Proprietary Data. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (the “Client Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party, or (v) is required to be disclosed by law. Client shall own all right, title, and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to Client as part of the Services. Company shall own and retain all right, title, and interest in and to: (i) the Services, (ii) any software, applications, inventions, event materials, or other technology produced or developed in connection with the Services or support, and (iii) all intellectual property rights related to any of the foregoing.
Payment of Fees. Client agrees to pay the entire amount of the Services Fees indicated on the Order Form, which amount is due and payable upon execution of this Agreement. If the balance is not received within thirty (30) days of the Balance Due Date, Company has the right to pursue any lawful remedies, the costs and expenses for which shall be paid by Client. Client shall be responsible for all taxes and expenses associated with the Services.
Warranties and Disclaimer. Company shall use reasonable efforts consistent with prevailing industry standards to perform and maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, such as corporate firewalls or government blockages, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Indemnification. Client will indemnify and hold Company, its respective shareholders, officers, directors, administrators, managers, employees, servants and agents, successors and assigns (each a "Company Indemnified Party") harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, suits, costs, and expenses including, without limitation, reasonable attorneys' fees (collectively, "Claims"), incurred by the Company Indemnified Party that arise out of or relate to any acts or omissions by Client, a breach of any provisions of this Agreement, any failure to pay third-party vendors, any damage to property caused by Client or event attendees, any injury or death caused by Client or event attendees or otherwise related to the Services; provided, however, that the foregoing does not in any manner relieve Company for Claims caused by the sole negligence or willful misconduct of a Company Indemnified Party or that result from Company's breach of this Agreement. Company shall provide reasonable notice to Client of the event giving rise to an indemnity obligation under this Section. The terms of this Section shall survive the expiration of this Agreement.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, COMPANY AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (I) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (III) ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (IV) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF OR FORESEES THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination. Subject to earlier termination as provided below, the term of this Agreement shall commence on the effective date as indicated above and shall expire on the final date of the Event, or upon receipt by Client of all contracted services and deliverables, whichever is later. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Client will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Client Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Neither party shall incur any liability whatsoever for any damages, losses, or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of this Agreement (or any part thereof) that complies with the terms of this Agreement, whether or not the terminating party is aware of any such damages, losses, or expenses.
Independent Contractors. The Parties are independent contractors under this Agreement. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the Parties hereto, nor will either party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
Assignment. Company may assign this Agreement at any time in its sole discretion to Company’s nominee by giving Client written notice of same, which notice shall specify the assignee and effective date of assignment.
Dispute Resolution. Any dispute, claim, or controversy arising out of, connected with or relating to this Agreement shall be fully and finally resolved by non-jury trial. The sole jurisdiction and venue for any action shall be the state courts sitting in the County of Cook, State of Illinois. The prevailing party in any action shall be entitled to reimbursement of all court costs and attorneys’ fees.
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Illinois without regard to conflicts of laws provisions thereof. Except as provided in the following sentence, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts sitting in the County of Cook, State of Illinois. Notwithstanding the foregoing, Company shall be permitted to join Client to any legal action, arbitration, mediation, or other process, regardless of location or jurisdiction, in which Company asserts that that Client is fully or partially responsible or liable for, or has assumed the obligation to indemnify Company for, the subject claims. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
Severability. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Waiver. Neither party’s failure to exercise any of its rights under this Agreement shall constitute or be deemed to constitute a waiver or forfeiture of such rights. Waiver of a breach of this Agreement shall not be deemed a waiver of any future breach.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, whether written or oral, relating to the same subject matter.
Construction. The Parties agree that they have participated jointly in the negotiation of this Agreement and that the drafter has acted solely as scrivener or that each party has had full and complete opportunity to seek legal counsel and enters into this Agreement with full knowledge and understanding of the contents thereof and is in all ways relevant to the construction of this Agreement the peer of every other party to the Agreement and that in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The wording “including” shall mean including without limitation.
Amendment. No modification, variation, amendment, or supplement to this Agreement shall be effective for any purpose whatsoever unless reduced to writing and signed by each party. Approvals or consents hereunder of the Parties shall also be in writing.
Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Authority. Each party has full power and authority to enter into and perform this Agreement in accordance with its terms, and the persons signing this Agreement on behalf of each party have been properly authorized and empowered to enter into this Agreement.
Force Majeure. Any delay or failure by either party hereto in the performance of its obligations hereunder shall not constitute a default hereunder or give rise to any claim for damages if, and only to the extent and for such period of time that, (i) such delay or failure is caused by an event or occurrence beyond the control and without the fault or negligence of such party or any subcontractor, materialman, or other party acting under or through such party, and (ii) said party is unable to prevent such delay or failure through the exercise of reasonable diligence. Events that shall be deemed to be beyond the control of the Parties hereto include, but are not limited to, the following: acts of God or nature or the public enemy; expropriation or confiscation of facilities by governmental or military authorities; changes in applicable laws; war, rebellion, sabotage, or riots; floods, unusually severe weather that could not reasonably have been anticipated; fires, explosions, or other catastrophes; epidemic or pandemic; interruptions, loss or malfunctions of utilities, communications, or computer (software and hardware) services; or other similar occurrences. In order to be entitled to an excuse for any delay or failure to perform under this Agreement pursuant to this section, the party claiming such excuse shall promptly give written notice to the other party hereto of any event or occurrence which it believes falls within the contemplation of this section.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. Any signature (including any electronic symbol, function or process attached to, or associated with, a contract, terms and conditions, or other record and adopted by a person with the intent to sign, authenticate or accept such contract, terms and conditions, or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, and the parties hereby waive any objection to the contrary.