Promoters Agreement

Last updated: January 17, 2014

PLEASE READ THIS DOCUMENT CAREFULLY. This Promoter Agreement ("Promoter Agreement") is a legal agreement between you (referred to herein as "you" or "your") and Vista Films International, a California corporation (referred to herein as "V.F.I.,” "we,” "our,” or "us") in connection with your participation as a Promoter (defined below) of Event(s) (defined below).

By checking the box indicating that you agree to this promoter agreement or submitting event details to us, you (a) agree to be bound by this promoter agreement; (b) acknowledge and agree that you continue to be bound to the terms of service, (c) acknowledge and agree that you have independently evaluated the desirability of acting as a promoter and are not relying on any representation, guarantee, or statement other than as expressly set forth in this promoter agreement; and (d) hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you are and will remain in compliance with this promoter agreement. In addition, if this promoter agreement is being agreed to by a company or other legal entity, then the person agreeing to this promoter agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this promoter agreement.

  1. Certain Definitions.
    1. "Adjusted Gross Proceeds" has the meaning set forth in Section 9 (a) below.
    2. "Advertising" and derivations thereof means advertising, marketing, promoting and/or publicizing.
    3. "Happening Event" means an Event organized by you on the Service that has met the minimum ticket sales goal required by us in order to confirm the Event.
    4. "Contributions" means monetary contributions made by users of the Service in excess of the amount of their ticket purchases for Events to be contributed to causes, projects, organizations or companies designated by Promoters on the Service.
    5. "Event" means a specialized single event screening organized by you through the Service. An "Event" may be classified by us as a Happening Event or a Tentative Event.
    6. "Event Content" means the motion pictures, audiovisual works, and/or live entertainment owned or licensed by V.F.I. to be screened or performed at the Event.
    7. "Laws & Requirements" means (i) any Event-specific rules or usage provisions specified on any Event detail page or otherwise notified to you by V.F.I., (ii) rules, agreements and/or policies of any applicable third party, including without limitation, any applicable Venue, Event Content licensor or any applicable third party online service or website (e.g. Facebook and Twitter), (iii) the Terms of Service and this Promoter Agreement and (iv) any applicable local, state, or federal law, ordinance, rule, regulation, license, permit, judgment, decision or other requirement or guideline of any governmental authority that has jurisdiction over you
    8. "Tentative Event" means an Event organized by you on the Service that has not yet met the minimum ticket sales Goal required by us in order to confirm the Event.
    9. "Perks" means non-monetary rewards or perquisites offered by Promoters for Contributions
    10. "Privacy Policy" means our Privacy Policy available at http://www.vfifilms.comcom/privacy_policy.
    11. "Prohibited Paid Search Placement" means an advertisement on any Search Engine that includes a Proprietary Term, and that you purchased through bidding on keywords, search terms, or other identifier or other participation in keyword auctions.
    12. "Promoter" means any individual or entity approved by V.F.I. that organizes an Event on or through the Service and is primarily responsible for Advertising the Event.
    13. "Promoter Content" means motion pictures, audiovisual works, and/or live entertainment owned or licensed by you or otherwise provided by you.
    14. "Promoter Fees" has the meaning set forth in Section 9(a) below.
    15. "Proprietary Term" means keywords, search terms, or other identifiers that include "V.F.I.", the names of V.F.I.’s third party licensees or licensors, and any trademark of V.F.I., its third party licensees or licensors, or variations or misspellings of any of those words.
    16. "Purchase Policy" means our Purchase Policy available here.
    17. "Search Engine" means Google, Yahoo, Bing, or any other internet search engine, portal, sponsored advertising service, or other search or referral service.
    18. "Service" means collectively the Website (defined below) and the related software, feeds, and services, including, without limitation, mobile and web services and applications owned, controlled, or offered by us.
    19. "Service Offerings" has the meaning set forth in Section 17 below.
    20. "Special Event Features" means additional features for Events, including but not limited to live performances, interviews, Q&A’s, Promoter Content, or any additional features outside of the customary movie-going experience.
    21. "Terms of Service" means our Terms of Service Agreement available here.
    22. "Venues" means theaters, screening rooms, auditoriums or other event space(s) and Venues affiliated with V.F.I.
    23. "V.F.I. Marks" means the trademarks, logos, domain names, trade names, and service marks of V.F.I.
    24. "V.F.I. Materials" means data, images, video clips, text, link formats, links, and other linking tools, any and all copyrightable material (including source and object code), the V.F.I. Marks, V.F.I.’s third party licensor’s and licensee’s trademarks, logos, domain names, trade names and service marks and any other form of intellectual property and other information that we make available to you in order to facilitate the Advertising of the Event. V.F.I. Materials specifically excludes Your Materials.
    25. "Website" means our website with a home page available at http://www.vfifilms.com.
    26. "Your Materials" means any data, images, video clips, text, names, likenesses, trademarks or other information, content, links or any other form of intellectual property that you provide or create in connection with the Event.
  2. Organization of an Event . In order to organize an Event you must submit to us for our approval the date, time, Event Content, Venue, ticket prices, Special Event Features (if any) and any other information we request from you via the Service. Upon submitting the Event, the Event will be automatically classified as a Tentative Event until the minimum ticket sales, as designated by us are met. Tickets to the Event may only be purchased on the Website or at the applicable Venue, if permitted, provided however, that only tickets sold on the Website will be counted for purposes of meeting the minimum required ticket sales goal in order to confirm the Event. If the minimum ticket sales are not met prior to the deadline set forth on the Service or otherwise determined by us then the Event will be canceled without any liability to V.F.I. whatsoever and you shall not be entitled to any Promoter Fees. If the minimum ticket sales goal is met prior to such deadline, the Event will be deemed a Happening Event, in which case you will be entitled to earn Promoter Fees in connection with the Event. As a Promoter, you may advertise the Event using V.F.I. Materials and/or Your Materials in any manner and media, subject to the Laws & Requirements. You are not responsible for delivering the Event Content to the Venue for the Event. If the Event does not have any Special Event Features, your only responsibility as a Promoter is to organize the Event. We encourage you to advertise the Event in accordance with this Promoter Agreement, but there is no obligation to Advertise.
  3. Special Events Features . If the Event contains Special Event Features as permitted on the Service or as otherwise pre-approved by V.F.I. in writing, you shall be responsible for communicating directly with the Venue or V.F.I. affiliate as instructed on the Service in order to deliver, set up and remove your Special Event Features. V.F.I. and the applicable Venue shall each have approval over any and all Special Event Features. If permitted on the Service for the Event and the applicable Venue, you may screen Promoter Content at the Event, provided however, that all fees and expenses in connection with delivering, screening, and returning such Promoter Content shall be your sole responsibility. V.F.I. shall not be liable for any additional fees or expenses in connection with Special Event Features and you hereby release V.F.I. from and against any and all loss, liability, costs, damages or claims of any nature arising from or concerning the nature of any and all Special Event Features and from the use, exhibition, distribution, Advertising and other exploitation of any Promoter Content in and in connection with the Event.
  4. Advertisements . After the Service displays the Event as a Tentative Event you may begin to Advertise for the Event. V.F.I. will provide you with V.F.I. Materials, which may include certain licensed digital images, clips and/or sound recordings for purposes of Advertising the Event. We encourage you to advertise the Event using only the V.F.I. Materials, if any, which have been specifically cleared for this purpose, provided that; you use the V.F.I. Materials in accordance with this Promoter Agreement. Notwithstanding anything herein to the contrary, you may not alter or modify the V.F.I. Materials without the prior written approval of V.F.I. For the avoidance of doubt, you may only use the V.F.I. Materials to advertise the Event and you shall not use the V.F.I. Materials for any other purpose, including without limitation, as an endorsement for any product or service. If you use Your Materials to Advertise the Event, you agree to do so at your own risk.
    1. Digital Media Advertising . Subject to any Laws & Requirements, you may advertise the Event on or through the Service (using the standard features we provide for such purpose), third party websites (e.g., Facebook or Twitter), or third party electronic or mobile communications (e.g., emails and/or texts to friends) using links to the Service, posts about the Event, V.F.I. Materials and/or Your Materials.
      1. Links to our Service must comply with the following requirements:
        1. You may only link to our home page (www.vfifilms.com) or the URL on our Website containing the Event detail page for the Event you organized.
        2. If we inform you that you may no longer use the links or if the Event is canceled or you are terminated as a Promoter, you must immediately cease posting the links on the Service and any third party website or through electronic or mobile communications.
        3. Your posts must comply with Section 10 below. You are solely responsible for the content, style, and placement of each link that you place on any website or in any electronic or mobile communication.
        4. If requested by third parties, but in no event later than immediately following the date of the Event, you must cease posting links on third party websites or through electronic or mobile communications.
        5. You may not offer incentives or consideration to users to click on ads (incentives include but are not limited to awarding users cash, points, prizes, rewards, donations to charities or other organizations or other benefits, contest/sweepstakes entries, etc.) unless expressly pre-approved in writing by V.F.I..
      2. Subject to any Laws & Regulations, you may post links to third party reviews by motion picture critics or others, provided that, they link you to the third party websites, which own or control the rights to such review. For the avoidance of doubt, you may not post the actual text of the review in your Advertisement without the applicable copyright owner’s permission.
    2. Traditional Media Advertising . Subject to any Laws & Regulations, you may Advertise the Event through traditional means of advertising (e.g., handing out flyers for the Event that contains V.F.I. Materials or Your Materials).
    3. Your Advertisements in all forms of media (including digital media and traditional media) may not:
      1. contain sexually explicit materials;
      2. promote violence or contain violent materials;
      3. promote or contain libelous or defamatory materials;
      4. promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
      5. promote or undertake illegal activities;
      6. promote gambling, lotteries, prescription pharmaceuticals, or the sale or use of weapons;
      7. include any trademark of V.F.I. or V.F.I.’s third party licensors in any username on any social networking website – for example, a username such as "V.F.I.," registered on a social networking site such as Twitter or Facebook would be unsuitable;
      8. otherwise violate intellectual property or privacy/publicity rights;
      9. offer incentives or consideration to users to purchase tickets (incentives include but are not limited to awarding users cash, points, prizes, rewards, donations to charities or other organizations or other benefits, contest/sweepstakes entries, etc.) unless expressly pre-approved in writing by V.F.I.;
      10. contain questionable or controversial or vulgar content;
      11. make inaccurate, overbroad, false, fraudulent, deceptive or otherwise misleading claims about the Event, the Service, or any of our policies, promotions or ticket prices;
      12. contain any identifiable information about any user, including without limitation, any usernames, other than you or your username;
      13. contain audio or flash animation that plays automatically without a user’s interaction; or
      14. exploit political agendas;
    4. You will ensure that the information you provide to us in connection with the Event and otherwise associated with your account with us, including your email address, other contact information is at all times complete, accurate, and up-to-date. We may send any notifications, approvals, and other communications relating to the Service, the Event, this Promoter Agreement or payment of your Promoter Fees (if any) to the email address currently associated with your account. You will be deemed to have received all notifications, approvals, payments, and other communications sent to that email address, even if the email address, associated with your account with us is no longer current or active.
  5. Requirements . By organizing an Event, you agree, represent and warrant that:
    1. You will comply with all Laws & Regulations, including without limitation, laws (federal, state, or otherwise) that govern email marketing (e.g., the CAN-SPAM Act of 2003), telemarketing (e.g., the Telephone Consumer Protection Act of 1991 and the Telemarketing Sales Rule) and applicable guidelines of government agencies that govern endorsements (e.g., FTC’s Revised Endorsement and Testimonial Guides) and you agree to provide us with any information that we request to verify such compliance. You will not engage in any Advertising activities on behalf of the Event that are not expressly permitted under the Laws & Requirements. If we determine that you have not complied with any of the Laws & Regulations or have otherwise violated this Promoter Agreement, we may (in addition to any other rights or remedies available to us) withhold any Promoter Fees payable to you under this Promoter Agreement, terminate this Promoter Agreement, or both. Advertising is subject to many regulations and if you are not certain whether your advertising complies with the Laws & Requirements, do not engage in Advertising.
    2. You will not display or otherwise use the V.F.I. Materials except solely as expressly permitted under and in accordance with this Promoter Agreement. You will not display or otherwise use any of Your Materials in connection with any Event unless you have the necessary licenses, rights, consents, and permissions to use and authorize us to use such materials in the manner contemplated by the Service and this Promoter Agreement. You further agree that you will not submit or use any of Your Materials in Advertising or in connection with the Event that are copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post and use the material in advertising and to grant us all of the license rights granted herein below. By submitting, posting or displaying Your Material on the Service, you give us a worldwide, perpetual, fully-sublicensable, irrevocable, paid-up royalty-free, freely transferable and non-exclusive license to (a) use, reproduce, perform, display, and distribute Your Materials in any manner or media whatsoever, now known or hereafter developed, including, without limitation, in the Advertising and merchandising of the Service; (b) adapt, modify, re-format, and create derivative works of Your Materials for any purpose; (c) use and publish your name, company, trademark, logo and/or username in connection with the Event, the Service, the Advertising and/or in the form of a credit in conjunction with Your Materials, (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Materials are your original work, or you obtained Your Materials in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright or trademark rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights (as set forth in this Section 5(b)) in and to Your Materials. For the avoidance of doubt, you are not granting us a license to use or distribute the Promoter Content, other than at the Event.
    3. You will use the V.F.I. Materials and Your Materials solely in accordance with the Laws & Requirements. Without limiting the foregoing, you will use V.F.I. Materials and Your Materials solely to send end users, including without limitation, potential ticket purchasers to the Website and will not link any V.F.I. Materials and/or Your Materials to any third party website other than for the purpose of promoting the Event.
    4. You are responsible for ensuring the accuracy, completeness, and appropriateness of, materials that you post online (including all Event descriptions and other Event-related materials and any information you include within or associate with links and any Advertisements);
    5. All of your Advertisements must note that the Event was "powered by V.F.I." or "organized through V.F.I." and our name must be in the same font size and style as the rest of the content.
    6. You will not seek to purchase or register any Proprietary Term for use in any Search Engine or purchase, register, or otherwise use any Proprietary Term as or as part of a domain or subdomain name. In addition to any other rights or remedies available to us, upon our request you will cause any Search Engine designated by us to exclude Proprietary Terms from keywords used to display your Advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.
    7. You will not bid on or purchase keywords, search terms, or other identifiers or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement.
    8. You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity. You will not request, collect, obtain, store, cache, or otherwise use any account information used by our users in connection with our Website (including any usernames or passwords of the Website users).
    9. You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the Website.
    10. You will not include, display, or otherwise use links or any of V.F.I. Materials or Your Materials in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
    11. You will not frame the Website, or any part of it, within your site; provided that displaying a link on your site in accordance with this Promoter Agreement will not be considered framing the Website. You will not post or serve any links or other content promoting the Website within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your site.
    12. You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on any third party website.
    13. Your Advertisements, if any, must use proper grammar.
    14. In addition, you hereby consent to our: (i) sending you emails relating to the Event and our Service from time to time; (ii) monitoring, recording, using, and disclosing information about the Event and ticketholders of the Event that we obtain in connection with your display of links (e.g., that a particular V.F.I. customer clicked through a link from a third party website before buying a ticket on the Website) in accordance with the Privacy Policy; and (iii) monitoring, crawling, and otherwise investigating your Advertisements, if any, to verify compliance with this Promoter Agreement.
    15. You will comply with our instructions, if any, to remove or revise any Advertisement for an Event and we reserve the right to remove any Advertisement for an Event, in our sole discretion, including Advertisements that negatively affect our relationship with our users or that promote Promoter Content, services or activities, contrary to our interests or philosophy.
  6. Representations & Warranties.
    1. We represent and warrant that the V.F.I. Materials are cleared for use in accordance with this Promoter Agreement and as otherwise detailed on the Service.
    2. You represent and warrant that (i) if you use the V.F.I. Materials, you will use them "as is" and you will not edit, change, modify, reformat, translate, alter, rearrange or mash-up the V.F.I. Materials in any way, (ii) you have the full right and authority to enter into this Promoter Agreement, (iii) you own or otherwise control all rights to Your Materials and, if applicable, Promoter Content, or Your Materials are in the public domain, (iii) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to any of Your Materials and, if applicable, Promoter Content, and to use Your Materials, and, if applicable, Promoter Content as you elect to do so in connection with the Event and to grant the license to V.F.I. as set forth in Section 5(b) above, (iv) you have the permission to use, and grant to V.F.I. the right to use, the name, trademark, logo and likeness of each identifiable individual, entity or organization that appears in Your Materials in the manner and media that you use, or request V.F.I. to use, Your Materials, (v) you will not use the V.F.I. Materials, Your Materials and, if applicable, Promoter Content in a manner that infringes, violates, or misappropriates any of our rights or those of any other person or entity (including without limitation, copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights), (vi) you have the full right and authority to seek Contributions and provide Perks on behalf of the causes, projects, organizations and/or companies for which you are seeking Contributions, (vii) you will timely deliver the Contributions and Perks as indicated on the Event detail page on the Service, and (viii) the Contributions will only be spent as indicated on the Event detail page on the Service.
  7. Indemnity . We will have no liability for your Advertising of the Event, and you agree to defend, indemnify, and hold us, and our licensors, licensees and assigns and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from (a) your or your designees’ Advertising of the Event; (b) your or your designees improper or unauthorized use of V.F.I. Materials; (c) your or your designees use of any of Your Materials, whether or not such use is authorized by or violates the Laws & Requirements; (d) the exhibition, distribution, Advertising and other exploitation of Promoter Content, if any (e) your or your designees’ negligence or willful misconduct, and (f) your or your designees violation, breach or default of the Laws & Regulations, including without limitation, your representations and warranties in this Promoter Agreement.
  8. Order Processing . All pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and ticket sales are set forth in the Purchase Policy set forth on the Service and may be amended from time to time by us in our sole discretion. We will process all ticket orders for the Event on or through the Service, other than purchases made at the applicable Venue on the date of the Event. We reserve the right to reject orders that do not comply with any requirements on the Service, including without limitation, the Purchase Policy, as they may be updated from time to time. We will track all authorized ticket sales for Promoter Fee accrual purposes. You acknowledge and agree that no ticket may be directly or indirectly resold or sublicensed by you or sold in an amount above or below the ticket price for the Event as set forth on the Service, unless specifically pre-approved by us in writing.
  9. Promoter Fees.
    1. Provided that you are not in violation, breach, or default of the Laws & Regulations, you are entitled to a promoter fee for the Happening Event. Promoter fees ("Promoter Fees") are calculated as five percent (5%) of Adjusted Gross Proceeds. "Adjusted Gross Proceeds" means any and all amounts we actually receive from tickets sales to the Event, after deduction of any applicable taxes and expenses. For the avoidance of doubt, you are not entitled to Promoter Fees in connection with any events for which you are not the user that submitted the event. V.F.I. makes no guarantee, representation or warranty that there will be any adjusted gross proceeds, promoter fees or any sums payable to you whatsoever in connection with the event.
    2. Promoter Fees, if any, shall be payable within approximately 60 days following the Event that you organized. In order to receive any Promoter Fees for which you are entitled. V.F.I will print and mail you a check to the provided address.
    3. If you decide to donate your Promoter Fees, if any, to charity, you represent and warrant that you have the right to do so. V.F.I. makes no representation as to whether all or any portion of your donations are tax deductible. V.F.I. will have no liability for any claim by any federal, state, local or any other tax authority with respect to the characterization on any applicable tax return of any donation by you, any of our users or any charity. You should consult your tax advisor as to the amount of your donation that is tax deductible, if any.
  10. Identifying Yourself as a Promoter . You will not issue any press release or make any other public communication with respect to V.F.I. or the terms and conditions of this Promoter Agreement, or your participation as a Promoter, except as permitted in this Promoter Agreement to advertise your Event. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Promoter Agreement. Any claims that you make about V.F.I. must be truthful and must reflect your personal experience. When posting or communicating with your contacts or members of the public about V.F.I., you must always disclose your relationship with V.F.I. and tell them that you are a promoter. Such disclosure of your "material connection" with V.F.I., as required by the FTC’s revised endorsement and testimonial guides must be clear and conspicuous.
  11. Limited License .
    1. Subject to the Laws & Requirements and solely for the limited purposes of Advertising the Event, and directing end users to the Website in order to purchase tickets to the Event, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the V.F.I. Materials solely on the Service, third party websites and/or in third party communications in the manner as permitted in this Promoter Agreement; and (b) use the V.F.I. Marks in accordance with this Promoter Agreement and any guidelines that we may provide from time to time.
    2. The license set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Laws & Requirements, or otherwise upon termination of this Promoter Agreement or cancellation of the Event. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove, delete, or otherwise destroy all of the V.F.I. Materials and V.F.I. Marks if the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
  12. Reservation of Rights . Other than the limited licenses expressly set forth in Section 12 above, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Promoter Agreement or otherwise, acquire any ownership interest or rights in or to, the Event, the Event Content, the V.F.I. Materials, links, content, the V.F.I. Marks, and any other intellectual property and technology that we provide or use in connection with the Event.
  13. Term and Termination .
    1. The term of this Promoter Agreement will begin upon our acceptance of your submission of your first Event and will end when terminated by us. We may terminate this Promoter Agreement at any time. Upon any termination of this Promoter Agreement, any and all licenses you have with respect to V.F.I. Materials will automatically terminate and you will immediately cease using the V.F.I. Materials, including without limitation, the V.F.I. Marks and promptly remove from third party websites and delete or otherwise destroy all links to the Website, all V.F.I. Materials, and any other materials provided or made available by or on behalf of us to you under this Promoter Agreement or otherwise in connection with the Event. We may withhold accrued unpaid Promoter Fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Promoter Agreement, all rights and obligations of the parties will be extinguished, except that the provisions of this Promoter Agreement will survive the termination of this Promoter Agreement to the extent necessary to effectuate their intentions. No termination of this Promoter Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Promoter Agreement prior to termination.
    2. We and our third party licensors reserve the right to cancel any Tentative Event for any reason whatsoever. While we and our third party licensors do not intend or desire to cancel any Happening Event there is a possibility due to events beyond our control that we or our third party licensors may need to do so. Therefore, we and our third party licensors reserve the right to cancel Happening Events due to epidemic, fire, explosion, inclement weather, national or local calamity or emergency, act of God, strikes, labor disputes, public enemy, civil disturbance, insurrection, war (declared or undeclared) or armed conflict, act of terrorism, technical failure, power outage, the receipt of threats against, or information relating to imminent danger to a Venue or other events beyond our control.
    3. Without limiting the Terms of Service, we and our third party licensors shall not be responsible to you for any liabilities, losses, damages or expenses caused by or arising from the cancellation of any Events or the termination of this Promoter Agreement, including without limitation, any expenses from any travel, Advertising, Special Event Features or any other expenses that you or anyone else incurred or will incur in connection with a cancelled Event or termination of this Promoter Agreement.
  14. Modification . We may modify any of the terms and conditions contained in this Promoter Agreement at any time and in our sole discretion by posting a change notice or revised agreement on the Website. If any modification is unacceptable to you, your only recourse is to cease all promoting, advertising and organizing activities under this promoter agreement. Your continued participation as a promoter following our posting of a change notice or revised promoter agreement on the website will constitute your binding acceptance of the change.
  15. Relationship of Parties . You and we are independent contractors, and nothing in this Promoter Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on our site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Promoter Agreement, you will be deemed to have taken the action yourself.
  16. Limitation of Liability . We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this promoter agreement, your services as a promoter, the event, any contribution or perk, the website, or the service offerings (defined below), even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this promoter agreement, your services as promoter, events, contributions and perks, the website, and the service offering will not exceed the total promoter fees paid or payable to you under this promoter agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
  17. Disclaimers . Without limiting the disclaimers contained in the terms of service, events, the website, any products and services offered on the website, any links, link formats, content, V.F.I. materials, V.F.I. marks, and all technology, software, functions, materials, data, images, text, and other information and content provided or used by or on behalf of us or our third party licensees or licensors in connection with the event (collectively, the "service offerings") are provided "as is." neither we nor any of our third party licensees or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise with respect to the service offerings. Except to the extent prohibited by applicable law, we and our third party licensees and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing, performance, or trade usage. We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither we nor any of our third party licensees or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither we nor any of our third party licensees or licensors will be responsible for (a) any errors, inaccuracies, or service interruptions, including power outages or system failures; or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service, content, or the website will create any warranty not expressly stated in this promoter agreement. Further, neither we nor any of our third party licensees or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (w) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (x) any investments, expenditures, or commitments by you in connection with this promoter agreement or your participation as a promoter, (y) any contributions or perks, or (z) any termination of this promoter agreement or your participation as a promoter.
  18. Disputes . Any dispute relating in any way to the Event or this Promoter Agreement will be adjudicated in any state or federal court in Travis County, Texas, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of Texas, without regard to principles of conflicts of laws, will govern this Promoter Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this Promoter Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the V.F.I. Materials are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
  19. Miscellaneous . You may not assign, license or sub-license this Promoter Agreement, by operation of law or otherwise, without our express prior written approval and any purported assignment, license or sub-license shall be deemed null and void ab initio. Subject to that restriction, this Promoter Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Promoter Agreement will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this Promoter Agreement. Whenever used in this Promoter Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Promoter Agreement, may be made, taken, or given in our sole discretion. This Promoter Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter and replaces any and all former agreements or understandings, written or oral, relating to the subject matter hereof.