VTS Accelerate 2023 (the “Event”)
Wednesday, May 10th – Thursday, May 11th, 2022 (the “Event Date”)
Center 415 at 415 5th Avenue, New York, NY 10016 (the “Event Site”)
Use of Intellectual Property. Individuals attending the Event (“Attendee” or “You”) acknowledge that they do not have, and through the Event will not obtain, ownership rights in the copyrights, trademarks, trade names, and service marks, whether or not registered (the “Intellectual Property”) of View the Space, Inc. or its subsidiaries (collectively, “VTS”). Attendee acknowledges that VTS may use or publish, in any medium for advertising, marketing, or other similar purpose, Attendee’s name and imagine, including through the use of recordings made of the Event. Attendee acknowledges that the Event may be recorded and, by attending the Event, consents to such recording.
Cancellation or Change of Event. If VTS, in its sole discretion, changes the Event Date or the Event Site, or cancels the Event, VTS’s sole liability to Attendee shall be to notify Attendee as far in advance as feasible of such changes or cancellation. In the event that the Event is canceled other than due to the occurrence of Force Majeure (as defined below), and Attendee cannot attend the Event during the rescheduled time period or at the rescheduled site (if rescheduled), VTS’s sole responsibility shall be to refund all deposits previously paid by Attendee. Should VTS terminate this Agreement pursuant to the provisions of this section, Attendee waives claims for damages arising therefrom.
Force Majeure. Any delay or failure of either party to perform its obligations under this Agreement shall be excused to the extent that it is caused by Force Majeure. For this purpose, “Force Majeure” shall mean an act of God (including, but not limited to, hurricanes and tropical storms), war (declared or undeclared), sabotage, insurrection, riots, other acts of civil disobedience, epidemic, pandemic, full or partial shutdown of the venue chosen for the event, acts of a public enemy, acts of terrorism, acts of any government or subdivision thereof affecting the terms of this Agreement or otherwise, accident, fire, explosion, nuclear events, or any labor dispute, failure or delay of shippers, or unavailability of components, spare parts, or units, or any other act or circumstance that is beyond the reasonable control of the nonperforming party and for which no blame or fraud can be imputed to the nonperforming party. The party whose performance is affected by the Force Majeure event or condition shall (a) provide written notice concerning its inability to perform or delay in performance to the other party within 15 business days of the occurrence of such Force Majeure event or condition and (b) exercise its best efforts to perform and remove such Force Majeure event or condition as soon as possible. The suspension of any obligations owing to Force Majeure shall neither cause the term of this Agreement to be extended nor affect any right accrued under this Agreement prior to the commencement of the Force Majeure condition.
Events of COVID-19 and Similar Viruses/Epidemics/ Pandemics. Subject to sections 2 and 3 above and without limiting the language of those sections, each party acknowledges and agrees that the Event may be limited by or require modification as a result of the presence of the novel coronavirus designated as “COVID-19” and/or similar viruses, epidemics or pandemics whether or not directly related to COVID-19 and/or the related actions and measures of governmental and quasi-governmental agencies and bodies (collectively, “COVID-19 Events”). If a COVID-19 Event occurs, VTS will notify Attendee about any modifications or cancellations of the event(s). VTS reserves the right, at its sole discretion, to convert the event(s) to a virtual/on-line event(s) that would be hosted on an Internet-based digital or virtual platform (“Virtual Event”) and Attendee agrees that this agreement would be automatically modified to reflect such decision and participate in such event(s) as an Attendee pursuant to this Agreement as modified.
Termination by VTS. VTS shall have the right to deny Attendee access to the Event at any time in the event that Attendee performs any act or engages in any behavior that, in the sole and exclusive opinion of VTS, may violate applicable law or cause harm to VTS, its customers, or its image or reputation. In the event of such denial of access, VTS shall be under no obligation to refund, in whole or in part, any payments or deposits made by Attendee prior to such termination under this Agreement.
Liability of Attendee.
Attendee’s Property. Attendee acknowledges that all of its property is in its care, custody, and control in transit to and from, or within the confines of, the demonstration hall. Attendee agrees not to make any claims against VTS for loss, theft, damage, or destruction of property, or injury, including death, to itself, its employees, agents, or representatives, unless caused by the sole negligence or willful misconduct of VTS.
Property of Others. Attendee is liable for any damage caused to building floors, walls, or columns, and/or to standard booth equipment, and/or to other property, including, without limitation any injury or damage resulting from Attendee’s failure to comply with any of the Event rules and regulations.
Indemnification. Attendee agrees to indemnify and hold harmless VTS, its directors, officers, employees and agents from and against all claims, losses, expenses, liabilities and damages arising out of or relating to any breach of this Agreement (including any rules and regulations set forth in the addendum attached hereto) by Attendee or the actions or conduct of Attendee. Attendee agrees to protect, indemnify, defend and hold harmless, VTS and the Event Site, and their respective employees, officers, directors and agents, against all claims, losses, and damages to persons or property, governmental charges or fines and attorneys’ fees arising out of or caused by Attendee.
Limitation of Liability. VTS’S ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE FEE PAID HEREUNDER. IN NO EVENT SHALL VTS BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE EVENT, ITS CANCELLATION OR ANY CHANGES THERETO IN LOCATION, DATE OR OTHERWISE, WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT, AND WHETHER OR NOT VTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VTS MAKES NO REPRESENTATIONS OR WARRANTIES TO CUSTOMER, INCLUDING, WITHOUT LIMITATION, THE NUMBER OF PARTICIPANTS WHO WILL ATTEND THE EVENT, OR WHETHER THE EVENT IS AN EFFECTIVE METHOD OF MARKETING OR BENEFICIAL.
Waiver of Rights. Any rights of VTS and VTS’s management under this Agreement shall not be deemed waived in any manner except as specifically waived in writing and signed by an authorized officer of VTS or any member of VTS’s management, as applicable.
Disclaimer. Attendee hereby acknowledges and agrees that VTS has made no representation or warranty herein or otherwise as to the manner, if any, as to which Attendee may benefit from the Event.
Applicable Law. This Agreement shall be construed, interpreted, and applied in accordance with the laws of the State of New York without regard to its conflict of law rules.
Entire Agreement. This Agreement supersedes any prior agreements or understandings between the parties, whether express or implied or written or oral, and constitutes the entire understanding of the parties as to the matters set forth herein. Neither party shall be bound by any representations, warranties, promises, statements or information as to the matters which are the subject of this Agreement, unless such are specifically set forth herein. The word “including” followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation.
Severability. This Agreement is intended to be performed in accordance with and only to the extent permitted by all applicable laws, ordinances, rules and regulations of the jurisdictions in which the parties do business. If any provision of this Agreement, or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
