Event Organizer Agreement
LastUpdated: March 28, 2024
EVENT ORGANIZER AGREEMENT
This Event Organizer Agreement andthe rights and obligations contained in this Event Organizer Agreement are inaddition to and incorporated into the Recess’ general website Terms of Service (the “Terms”). Nothingin this Event Organizer Agreement will be deemed to modify, waive, amend or rescindany other term of the Terms. To the extent there is any conflict between thisEvent Organizer Agreement and the Terms, the terms of the Event OrganizerAgreement will govern. Any capitalized terms not defined herein have the samemeaning set forth in the Terms.
Certain Definitions
“Acceptable Proof ofPerformance Photos” means high quality un-obstructed photos clearlyevidencing the distribution of Sponsor’s product in accordance with the termsof the Offer and/or written instruction provided by Recess prior todistributing a Sponsor’s product.
“Sponsorship Fee” means the applicable fee charged for the purchaseof the sponsorship rights and benefits to Event Organizer’s Event.
“Service Fee” means theservice fee charged by Recess as Recess deems necessary or appropriate for eachBooking, which may vary based on the products, distribution details and termsof each Event.
“Event Listing” means a page on the Platform that describes an Eventthat is accepting Offers for sponsorship, listed by Event Organizer via thePlatform.
“Event Organizer Fee” means the Sponsorship Fee less the ServiceFee
“Offer” means an offer by a Sponsor to purchase sponsorship rightsand benefits to an Event.
“Venues” means the locations or platforms where Events will takeplace.
Binding Agreement
The following, along with the Terms, sets forth the termsand conditions upon which you as an Event Organizer (“Event Organizer” or “you”),can use and access the Platform. By accepting this Event Organizer Agreement,you agree to the terms of this Event Organizer Agreement without modificationand enter into a binding contract with Recess which will be applicable to youwhen and if you use and access the Platform as an Event Organizer. This EventOrganizer Agreement will be binding unless we enter into a separate writtenagreement explicitly superseding this Event Organizer Agreement.
By using and accessing the Platform as an Event Organizer atany time after the posting of this Event Organizer Agreement to the Platform,you acknowledge and agree this Event Organizer Agreement supersedes anyagreement(s) previously entered into between you and Recess related to thesubject matter herein.
If you use the Platform on behalf of an organization orother legal entity, you represent and warrant that you are authorized and/orhave the requisite permissions to bind such organization or other legal entityto this Event Organizer Agreement and to act on behalf of such organization orother legal entity. If you post Event Listing(s) and/or accept Offers, yourepresent and warrant that you are authorized to act on behalf of suchorganization or other legal entity. Additionally, by registering, you agreethat the organization or other legal entity is a valid entity desiring to usethe Platform with aim to obtain sponsors for your Events.
You agree to respond promptly andcompletely to requests from Recess for additional information that Recess deemsnecessary to determine your authority to act on behalf of an organization orother legal entity.
What Recess Does
Recess offers an online marketplace connecting Venues and EventOrganizers with Sponsors. Recess, acting as an intermediary, facilitates productsampling and event sponsorships by allowing Venues and Event Organizers tocreate and display Event Listings, allowing Sponsors to remit Offers to sponsorEvents, and by collecting and remitting payments. None of the Events or SponsorshipOpportunities listed on the Platform are operated by Recess, and no Offers aresubmitted or accepted by Recess. The Platform allows Users to connect and agreeon applicable terms related to the sponsorship of an Event tailored to theUsers’ particular needs. Recess has no responsibility for, the communications, transactionsand/or other interactions between Event Organizers and Sponsors, other than asexplicitly set forth in this Event Organizer Agreement and the Terms.
Event Listings
As an Event Organizer, you maycreate Event Listings. You will be required to provide certain informationabout your Event, including the location, expected attendance, availability forsponsorship, product sampling minimum and maximum quantities that can bedistributed, sponsorship activation space size and other information. Youacknowledge and agree that you may be subject to a reduction in the EventOrganizer Fee paid if the actual attendance of the Event is 50% or less thanthe expected attendance represented in the Event Listing. Additionally, youagree that you may not list sponsorships at a higher cost on the Platform thanother platforms, offerings or otherwise offer a lower Sponsorship Fee off thePlatform.
If you create an Event Listing thatyou indicate is in the future and/or a reoccurring Event, you agree that Recessmay automatically create an Event Listing for that Event each an (“Auto-Generated Event”) on the indicatedfuture date and/or each year (if the Event is a reoccurring Event). Recess willuse reasonable commercial efforts to send you a notification when the Auto-GeneratedEvent Listing has been created on the Platform, and you will have the option toconfirm, delete, or update such listing as needed. Recess additionally reservesthe right, but does not assume the obligation, to edit Event Listings in anon-substantive manner solely to cause the content to comply with ourformatting requirements. Recess is not responsible for reviewing any UserContent to ensure that it is accurate and not misleading
In creating an Event Listing, youagree that:
● All information in your EventListing must be accurate, complete and up to date, and cannot contain anymaterial misrepresentations;
● The Event listed may not besubstituted for another event without Recess’ consent
● You will respond promptly andcompletely to inquiries and questions, as well as requests for additionalinformation that Recess deems necessary;
● You are responsible for any and allEvent Listings you create; and
● You have sufficient rights in and tothe Event to create an Event Listing and offer sponsorship rights and benefits.
Offers and Bookings
Through the Platform, Sponsor isable to search Event Listings and remit Offers to sponsor Events. Each time aSponsor remits an Offer, Recess will notify and send such Offer to you. You,the Event Organizer, may either accept, or reject each Offer. If any of theterms contained in an Offer are not acceptable, Recess may contact you for moreinformation about the reasons for rejection, and you may, but are not requiredto, respond. If you choose to share more information with Recess concerningyour reasons for rejecting an Offer, you acknowledge and agree that Recess mayrelay such information to the applicable Sponsor. You are able to view allaccepted, rejected and pending Offers in your account dashboard. Once an Offeris accepted (each, a “Booking”),Event Organizer agrees: (i) it may not be revoked or cancelled (except as setforth below), (ii) that a binding contract is formed, and (iii) tounconditionally honor and fulfill all terms, conditions and restrictionscontained in the applicable confirmed Offer. Additionally, once a Booking hasbeen made, Recess will send Event Organizer an advancing sheet to fill out withevent logistics information, including details regarding Event arrival timesand check in details (“Advancing Sheet”),and Event Organizer is required to fill out and return the Advancing Sheet toRecess within five (5) days. If an Event Organizer has accepted an Offer todistribute a Sponsor’s products at their Events, Recess will request theshipping information upon confirming the Booking and Event Organizer shallprovide all shipping information within forty-eight (48) hours. Sponsor willsend Sponsor’s products to Event Organizers that accept an Offer to distributeSponsor’s products at their Event. Event Organizer must complete a report recappingthe Event including how many items were distributed, how many remain, feedbackfrom attendees, and 5 Acceptable Proof of Performance Photographs the (“Post-Event Recap”) within five (5) daysof the distribution of Sponsor’s products on a weekly basis until all of Sponsor’sproducts have been distributed for that Event. Each Post-Event Recap must becorrectly completed and shall include 5 Acceptable Proof of Performance Photosevidencing the distribution of Sponsor’s products in accordance with the termsof the Offer and/or written instruction provided by Recess prior todistributing a Sponsor’s product. Without limiting any rights or remedies ofRecess or the Sponsor, any non-conformity between the actual distribution ofSponsor’s products and the Offer terms may be subject to any Late Fees inaccordance with the “Payments, Late Fees,and Cancellations” section below. Once an Event Organizer has completelydistributed the total number of Sponsor’s product at their Event as required bythe Offer terms, Event Organizer must notify Recess and complete all Post-EventRecaps in order to receive the Event Organizer Fee from Recess.
Event Organizeracknowledges and agrees that Recess is not responsible for any part of anactual or potential transaction between Users, including the quality,condition, safety or legality of any Booking, the truth or accuracy ofSponsorship Opportunities or Offers, or the ability of the Sponsors to exerciseand/or deliver the sponsorship rights and benefits contained in a confirmedOffer. Recess has no control over theconduct of Users, and expressly disclaims all liability arising from or relatedto any such transactions to the fullest extent permitted by law.
By creating an EventListing, and/or accepting an Offer, EventOrganizer further agrees:
● You will comply with all applicable federal, state and locallaws, regulations, rules and ordinances in connection with your Event. Whenlisting an Event for sponsorship you agree that the Event is not violating anystate or federal laws, other conflicting sponsorship agreements;
● You will not use the Platform for any illegal or immoralpurposes, or for any purpose that is reasonably likely to reflect negatively onRecess or any Sponsor;
● Recess is not responsible for any damage to persons or propertyat any of your Event(s);
● You will accept an Offer only after you have obtained allnecessary consents and authorizations needed to do so;
● You will obtain any necessary licenses and permits requiredfor your Event. You agree that you will submit timely applications for suchpermits and ensure that your Event conforms to the requirements and limitationsimposed by any applicable permitting process and regulation;
● You will abide by all terms and grant all rights stated inthe confirmed Offer, including without limitation to grant the rights to usethe Event name and likeness in the Sponsor’s advertising and promotion of theBooking (if applicable);
● An Event Listing cannot be changed after an Offer has beenreceived, and Event Organizer must notify Recess immediately if any changes toan Event Listing are required while an Offer is pending;
● You agree to respond promptly and completely to requestsfrom Recess for additional information that Recess deems necessary to determineyour authority to act on behalf of your applicable legal entity ororganization;
● Prior to accepting an Offer, EventOrganizer agrees to disclose any restrictions applicable to the Event,including without limitation, filming restrictions, food/beverage policies orpermit requirements, and data collection. If no such restrictions arecommunicated, Event Organizer acknowledges and agrees that it shall beconsidered a representation that no such restrictions exist. In the event thatdata is collected from individuals at Events and Event Organizer discloses suchdata with Sponsor, Event Organizer represents and warrants that such datacollection and/or data disclosure shall be in accordance with applicable dataprivacy and security laws and regulations. Event Organizer shall not providepersonal information of such individuals to Recess nor will Recess have accessto such information.
ProductSampling Requirements
● Event Organizer shall inspect Sponsor’s products upon deliveryto ensure the product has not expired and notify Sponsor of any defects ordamages within 24 hours of receipt of such product. Failure to so notifySponsor constitutes Event Organizer’s acceptance of Sponsor’s product.
● If Event Organizer does not distribute all of Sponsor’sproducts during the Events in accordancewith the applicable Offer, Event Organizer shall notify Recess of the number ofsuch undistributed products. Event Organizer shall not sell or transport such undistributedproducts. Event Organizer shall either return all such undistributed productsto Sponsor, retain such product for alternative use (upon written consent ofSponsor), or destroy or properly dispose of any such undistributed product, atSponsor’s direction.
● Event Organizer shall secure Sponsor’s products in controlled,sanitary and suitable storage to ensure its integrity and safekeeping;segregate such products from other non-consumable items and away from hazardousmaterials, garbage and waste; and clearly and conspicuously label such productsas Sponsor’s property.
● Unless it is not reasonably possible to do so, EventOrganizer shall maintain accurate records documenting the flow of all ofSponsor’s products from the time Event Organizer accepts custody or control of suchproducts, until such time as Sponsor’s products are distributed, so Event Organizercan trace Sponsor’s product recipients within 24 hours of a request from Recessor Sponsor.
● Event Organizer bears all risk of loss of Sponsor’sproducts while in Event Organizer’s or its representatives’, agents’, orsubcontractors’ possession, including but not limited to, loss due to theft,contamination or infestation. Sponsor retains title to Sponsor’s products untildistributed by Event Organizer. Event Organizer shall keep Sponsor’s productsfree and clear of any liens, claims, security interests and other encumbrances.Event Organizer shall not be deemed a dealer, retailer, reseller, merchantdistributor, consignee, seller or drop shipper of Sponsor’s products and shallnot sell, resell or otherwise distribute any of Sponsor’s products except asexpressly permitted in this Agreement.
● Event Organizer agrees that its performance ofthis Agreement, the Event(s), and its storage, control, handling anddistribution of Sponsor’s products will comply with applicable federal, stateand local laws, rules, orders and regulations.
● Unless otherwise specifically permitted inwriting by Sponsor, Event Organizer is to distribute Sponsor’s products to thetarget audience for free, meaning that Event Organizer shall not charge anycost, price, or fee to such target audience in connection with the distributionof Sponsor’s products as contemplated by this Agreement.
Payments, Reductions, Late Fees, and Cancellations
Foreach Booking, Recess will (i) retain a Service Fee; and (ii) remit theapplicable Event Organizer Fee to Event Organizer for any Bookings within seven(7) days after the applicable Event; PROVIDED THAT RECESS WILL HAVE NOOBLIGATION TO REMIT THE APPLICABLE EVENT ORGANIZER FEE UNLESS OR UNTIL EVENTORGANIZER PROVIDES RECESS WILL ALL INFORMATION REQUIRED BY RECESS TO MAKEPAYMENT, IT BEING UNDERSTOOD THAT IF THE EVENT ORGANIZER DOES NOT PROVIDE ALLSUCH INFORMATION WITHIN NINETY (90) DAYS AFTER THE APPLICABLE EVENT, THE CORRESPONDINGEVENT ORGANIZER FEE SHALL BE DEEMED WAIVED AND RECESS WILL BE ENTIELD TO RETAINSUCH EVENT ORGANIZER FEE AS AN ADDITIONAL SERVICE FEE HEREUNDER. Recess willonly be liable for any amounts owed to Event Organizer and other obligations toEvent Organizer to the extent Recess has been paid by Sponsor for any amountpayable to Event Organizer under this Agreement. For amounts not paid to Recess by Sponsor,Event Organizer will seek payment solely from Sponsor (and not fromRecess). Provided that you havecompleted the Post-Event Recaps and you have no further Events remaining forthat particular Booking, you will be paid out for the number of Sponsor’sproducts that you have distributed and not for any undistributed Sponsorproducts that remain; provided that Recess will consider in good faith anyclaim for payment with respect to Sponsor’s products that were undistributeddue to late delivery by Sponsor or due to any other act or omission of Sponsorthat that affected your ability to distribute the Sponsor’s products.
Product Sampling SponsorshipReduction Late Fees:
1. When Event Organizer does notcomplete the Post-Event Recap within 14 days of the earlier of: (a)distributing all the Sponsor’s products at an Event or (b) the end of the Event(“Recap Deadline”), they will forfeit 100% of their Event Organizer Fee and maybe removed from the Platform at Recess’ sole discretion.
2. If Event Organizer provides lowquality or poor-quality photos making it difficult for the Sponsor to reviewthe 5 Acceptable Proof of Performance Photos and confirm that the EventOrganizer distributed Sponsor’s products according to the terms of the Offer,then the Event Organizer will receive up to a 50% reduction in the EventOrganizer Fee if they are not able to provide additional photos that are deemedacceptable, at Recess’ sole discretion.
- If Event Organizer provides fewer than 5 Acceptable Proof of Performance Photos, then the Event Organizer will receive a 20% reduction in the Event Organizer Fee for each photo below the 5 Acceptable Proof of Performance Photo threshold (e.g., if only 3 Acceptable Proof of Performance Photos are provided, Event Organizer will receive a 40% reduction in the corresponding Event Organizer Fee).
4. If Event Organizer completes thePost-Event Recap but provides proof of performance photos evidencing that theydistributed Sponsor’s products not according to the terms in the Offer, theywill forfeit 100% of the Event Organizer Fee and shall be responsible for theService Fee. In such case, Recess may remove Event Organizer from the Platformat Recess’ sole discretion.
Cancellationby Event Organizer
If for any reason (other than ForceMajeure) Event Organizer wishes to cancel the Booking once the Offer has beenaccepted, the following cancellation policy will apply once a Booking has beenmade:
1. Cancellation morethan 30 days prior to the Event: EventOrganizer will not be entitled to any portion of the Event Organizer Fee, andwill be responsible for refunding 100% of the Event Organizer Fee for thecancelled Booking if the Event Organizer Fee had been paid to Event Organizerat the time of cancellation.
2. Cancellation 30days or less than prior to the Event:Event Organizer will not be entitled to any portion of the Event Organizer Fee,and will be responsible for refunding 100% of the Event Organizer Fee if theEvent Organizer Fee had been paid to Organizer at the time of cancellation, andmay be required to pay an additional cancellation fee equal to 20% of theSponsorship Fee for the cancelled Booking.
Cancellationby Sponsor
If for any reason a Sponsor wishesto cancel a Booking once it has been confirmed, Event Organizer shall beentitled to payment of the Event Organizer Fee as provided below, regardless ofwhether or not the Sponsor exercises its rights and benefits to sponsor theEvent.
The following cancellation policywill apply once a Booking has been confirmed:
1. Cancellation morethan 30 days prior to the Event: EventOrganizer will be entitled to receive 50% of the Event Organizer Fee. Recesswill notify Event Organizer of any such cancellation, will remit the portion ofthe Event Organizer Fee due to Event Organizer (if and when it is received fromthe Sponsor) and Event Organizer acknowledges and agrees that Recess shall haveno further responsibility or liability to Event Organizer in connection withthe cancelled Booking.
2. Cancellation 30days or less than prior to the Event: EventOrganizer will be entitled to 100% of the Event Organizer Fee. Recess willnotify Event Organizer in the event of any such cancellation, will remit the EventOrganizer Fee to Event Organizer (if and when it is received from the Sponsor),and Event Organizer acknowledges and agrees that Recess shall have no furtherresponsibility or liability to Event Organizer in connection with the cancelledBooking.
Please note, this cancellationpolicy does not constitute an offer to insure the performance of or guaranteethe performance of any Sponsor and is not a guarantee that payment of anySponsorship Fees will be issued by a Sponsor. In the event of a missed or late payment or dispute, Event Organizeragrees that the Sponsor is solely responsible for the payment. Additionally, inthe event of a refund dispute, Event Organizer agrees that Event Organizer issolely responsible for the refund.
MutualCancellation and Alternative Cancellation Terms
Sponsorsand Event Organizers can agree to alternative cancellation terms in a confirmedOffer, which shall supersede these standard cancellation terms. In the event nospecific terms relating to cancellation have been stated in the Event Listingand/or agreed upon in writing by Sponsor and an Event Organizer, these standardcancellation terms will govern.
Recessadditionally has the right to cancel any Booking at any time for security orfraud-protection purposes.
Sponsorship Opportunity Postings
Recessoffers the ability for Sponsors to post sponsorship opportunities (each, a “Sponsorship Opportunity”) to thePlatform that lists their Offer terms. Event Organizersmay be able to submit inquiries about the Sponsorship Opportunities. In theevent that an Event Organizer wishes to request a Sponsorship Opportunity fortheir Event they will request an “Instant Booking” of a Sponsorship Opportunityat their Event agreeing to the Offer terms outlined in the SponsorshipOpportunity. Recess will notify Sponsor of each requested Instant Booking. IfSponsor wishes to complete an Instant Booking, Sponsor must then add each InstantBooking request and complete a “Cart Checkout” which automatically creates anaccepted “Instant Booking Offer” using the Sponsorship Opportunity Listingterm. When an Instant Booking Offer is confirmed each Event Organizer will benotified.
Non-Circumvention, User ContactInformation
Inmany cases, a Booking may involve logistics coordination through the Platformor other means of communication, and you may receive contact information forthe applicable Sponsor or other User for advancing purposes. You agree to useany such contact information received solely for the purpose of advancing thesponsorship and for no other purpose, and you agree that you shall not collect,attempt to collect or store any personal information of others through thePlatform.
Withoutlimiting the foregoing, you agree that by using and/or accessing the Platform,(whether or not an Offer and/or Booking is advanced through the Platform, andwhether or not you receive contact information for any Sponsor or other Uservia the Platform), you are prohibited from using any information obtainedthrough your use of and/or access to the Platform to send inquires or offers tosponsor any event and/or otherwise contact or enter into (or attempt to enterinto) agreement(s) or transaction(s) (directly or indirectly) with any Sponsorfound on the Platform with the result of, among other things, not payingservice and/or other transaction-based fees and charges that might otherwise bepayable to Recess had such arrangement been managed by Recess, unless you havedone so through the Platform or have obtained Recess’ express written consent.
Forthe avoidance and without limiting any other rights or remedies of Recess,should you violate this paragraph you will immediately Recess (and Recess mayinvoice you for or setoff and deduct against any amount Recess may owe you) theapplicable Recess Service Fee as well as any other service and/or othertransaction-based fees and charges that would otherwise have been payable toRecess had such arrangement been managed by Recess, as determined by Recess inits discretion.
Force Majeure
Recess and the applicable Sponsorshall not be liable or deemed to be in default either or both is unable tocarry out its material obligations under this Event Organizer Agreement orBooking (as applicable), if a Sponsor is unable or unwilling to exercise, execute and/or deliver some or all of agreedto sponsorship rights and benefits, and/or if performance is otherwisecancelled, delayed, or becomes impossible or impractical, by reason of anycause beyond Recess’ or the Sponsor’s reasonable control including, withoutlimitation, war, strike, weather, accident, act of God, civil unrest, criminalacts of third parties, natural disaster, contagion, terrorism, epidemic, pandemics,government created quarantine conditions or any other act or order of anygovernmental authority (collectively, "Force Majeure"). Notwithstanding the foregoing, in theevent of a Force Majeure resulting in a cancellation of more than fifty percent(50%) of an Event for which Event Organizer has a Booking, Event Organizer willrefund the full Event Organizer Fee, and in the event the Event is postponed for a date that is lessthan 12 months from the original Event date, Event Organizer will notify Recesspromptly on confirming the new date, and agrees to honor the terms of the Bookingat the Event on the reschedule date if Sponsor wishes to sponsor therescheduled Event.
Representations and Warranties
You representthat:
● You are 18 years of age or older andhave the full power to enter into this Event Organizer Agreement withoutfurther consents or approvals. If you are using the Platform on behalf of anorganization or other legal entity (including a college or university), thatthe person creating your Account is authorized, or has the requisitepermissions from a person authorized, to bind such legal entity or organizationto this Event Organizer Agreement and to act on behalf of such organization orother legal entity with respect to any actions you take in connection with thePlatform (in such event, “you” and “your” as used herein will also refer andapply to that organization or other legal entity);
● Nothing contained in any of yourUser Content will infringe and/or violate any third party rights;
● Your entering into this EventOrganizer Agreement will not conflict with or violate the terms of any otheragreement to which you are a party;
● You shall comply with all applicableFederal, state and local laws and regulations in connection with your use ofthe Platform and in connection with your production and/or presentation of anyEvent(s) you list on the Platform; and
● You are solely responsible formaking all payments due and you have sufficient funds, financing and/orinsurance to honor all of your obligations.
This sectionshall survive the expiration or termination of this Event Organizer Agreementand the Terms.
Indemnification
You willindemnify and defend Recess, our affiliates, clients (including Sponsor) andeach of our respective directors, officers, agents, contractors,sub-contractors and employees from and against any and all actions, claims,demands, suits, loss, liability, damage, cost or expense (including reasonableattorneys’ fees and costs) arising out of or related to:
● Any breach by you of any of yourrepresentations, warranties, agreements or obligations under this EventOrganizer Agreement and/or the Terms;
● Any misuse or alleged misuse ormaterial modification or alleged material modification of any intellectualproperty belonging to Recess, any other User or any third party;
● Any Event you list on the Platform;and/or
● Otherwise arising out of or relatedto your use of the Platform.
Thissection shall survive the expiration or termination of this Event OrganizerAgreement and the Terms.
IntellectualProperty
Without limiting anything containedin the Terms, you explicitly acknowledge and agree: (i) that you may not useany trade name, trademark, service mark, logo, commercial symbol, copyright orany other intellectual property or proprietary rights (collectively,“Intellectual Property”) of any Sponsor or other User or Recess or any of itsaffiliates or contractors in any manner without prior written authorization ofsuch use by Recess or the applicable third party owner, and Recess and/or theapplicable third party retain all right title and interest in and to the same;and (ii) that you hereby grant Recess and its agents and designees theperpetual, irrevocable right and license to use any Intellectual Property thatis provided by you, including but not limited to your logo and/or trademark andany photograph or other content provided by you in connection with theoperation of the Platform or the provision of Services, including withoutlimitation in marketing and promotion of Event(s), the Services, the Platform,and/or Recess and its Sponsors. You explicitly acknowledge and agree this grantof rights includes the right for Recess to use your logo and/or trademark onthe Platform as a current or past User of the Platform. For the avoidance ofdoubt, (a) any videos, photographs, images or other content of or relating tothe Event that you submit or provide to Recess shall be deemed your “UserContent” hereunder whether submitted by you through the Platform or otherwiseand all terms relating to “User Content” shall apply to such content,notwithstanding any other provision to the contrary and (b) foregoingIntellectual Property license granted by you shall also apply to any UserContent, in addition to any other rights or licenses granted by you inconnection with the User Content.
LimitationOf Liability
IN NOEVENT WILL RECESS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL,PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITEDTO, DAMAGES FOR LOSS OR PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION,LOSS OF INFORMATION, COST OF COVER, AND THE LIKE INCURRED BY EVENT ORGANIZERARISING OUT OF THIS EVENT ORGANIZER AGREEMENT, THE PLATFORM (INCLUDING YOUR, ORANY THIRD PARTY’S USE OF THE PLATFORM), ANY USER CONTENT, ANY INTERACTIONS ORTRANSACTIONS BETWEEN USERS, OR ANY BREACH OF THIS EVENT ORGANIZER AGREEMENT ORTHE TERMS BY ANY PARTY EVEN IF RECESS HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. RECESS’ SOLE AND COMPLETE LIABILITY TO EVENT ORGANIZER FOR ANYCLAIMS ARISING OUT OF RELATING TO THIS EVENT ORGANIZER AGREEMENT, THE PLATFORMOR FOR ANY ERRORS OR OMISSIONS THEREIN, OR ANY OTHER DISPUTE OR CLAIM EVENTORGANIZER MAY HAVE WITH OR AGAINST RECESS, SHALL BE LIMITED TO THE GREATER OF(A) THE AMOUNT OF EVENT ORGANIZER FEES PAID TO EVENT ORGANIZER IN THE TWELEVE MONTHSPRECEEDING THE CLAIM DATE; OR (B) $100.00 IN THE AGGREGATE FOR ALL CLAIMS. THISLIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
IN THE EVENT THAT YOU HAVE A DISPUTEWITH ONE OR MORE OTHER USERS OF THE PLATFORM (INCLUDING, WITHOUT LIMITATION,ANY DISPUTE BETWEEN USERS REGARDING ANY OFFER, BOOKING OR OTHER TRANSACTION, ORUSER CONTENT) OR ANY THIRD PARTY PROVIDER OR ANY THIRD PARTY WEBSITE THAT MAYBE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE PLATFORM, INCLUDING WITHOUTLIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE, REMISE ANDFOREVER DISCHARGE RECESS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS,DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES,COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN,WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCHDISPUTE AND/OR YOUR USE OF THE PLATFORM.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542,WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENTWITH THE DEBTOR.”
Recess’Role and Disclaimers
Youunderstand and agree that nothing in this Event Organizer Agreement or theTerms will make Recess an employer, employee, partner, agent or representativeof you or vice versa. Recess, as the provider of the Platform, only facilitatestransactions between Users, and does not own, create, sell, provide, control,manage, offer, deliver, or supply any Event(s) or Event Listing(s), nor isRecess a Sponsor or sponsoring party of any Event.
AllEvent Listing(s) and the related Event(s) available on the Platform are yoursole responsibility as the Event Organizer. You are solely responsible forkeeping your Event Listing(s) up to date, accurate, and for all information andcontent contained in your Event Listing(s). Recessassumes no responsibility to verify Event Listings, or the accuracy of thecontents of any Event Listing. You, the Event Organizer, is solely responsible for the production,presentation, promotion, and all other elements of your Event(s).
Additionally,all Sponsorship Opportunities and Offers are the sole responsibility of theapplicable Sponsor. As such, Recess does not guarantee:
● Thetruth or accuracy of the information, copy, images or other content andmaterials contained in any Sponsorship Opportunity or Offer;
● Theexistence, quality, condition, safety or legality of any SponsorshipOpportunity advertised on the Platform or Booking made through the Platform;
● The performance of any part of anactual or potential transaction between Users, or the ability of any Sponsorother User to perform or actually complete a transaction;
● AnySponsor’s compliance with any applicablelaws, rules and regulations in connection with their sponsorship of any Event;or
● That any Booking made throughPlatform will take place on the agreed upon dates and times, or that thesponsorship rights and benefits sold will be delivered as described in anaccurate or satisfactory manner.
Recessis not responsible for, any may not be held liable for, any Sponsor’s acts oromissions in connection with any Booking, including without limitation aSponsor’s performance or non-performance of the terms contained in a confirmedOffer, and/or compliance with Event Organizer’s rules and restrictions. Recess does not make any endorsement,certification or guarantee that any Sponsor is trustworthy, safe or suitable.Recess has no responsibility to you for, and hereby disclaims all liabilityarising from, the acts or omissions of any Users or any other third parties,including all Sponsors and any other third parties assisting Sponsor with theirsponsorship of an Event. Event Organizerassumes all risks associated with its Events and forever and irrevocablyreleases, waives and discharges any claim, demand or cause of action that EventOrganizer (or anyone who obtains rights from or through Event Organizer) mayhave at any time against Recess, for any loss, liability, damage, cost,expense, property damage, bodily injury, illness or death, incurred or sufferedby Event Organizer, or any of its officers, directors, owners, members,managers, employees, contractors, agents, representatives or guests whileparticipating in any activities associated with or ancillary to the Event(s).
Notwithstanding the foregoing, you acknowledge and agreethat if the Platform or Recess provides professional information orrecommendations, such information is for informational purposes only and shouldnot be construed as professional advice on which reliable should be placed. Nodecision or other action should be made on the basis of such information and nofiduciary or other privileged relationship exists between you and Recess. Anyuse or reliance on any User Content or other information or materials madeavailable via the Platform or obtained by you through use of the Platform is atyour own risk. We disclaim all liability arising from any reliance placed onsuch materials. You will exercise and rely solely on your own skill andjudgment in your use and interpretation of the information and use of thePlatform. You are solely responsible for assessing the suitability of anySponsor or Offer. Recess has no control over the quality, suitability of anySponsor or Offer, or over the reliability, integrity or conduct of any Sponsoror other User. While we may takecertain measures with a goal to assist Users to avoid receiving falseinformation and/or potentially fraudulent or other illegal activity of which webecome aware, we assume no liability or obligation to take any such measures oractions. When we provide messages to Users about any such activity, we donot warrant that such messages are accurate or that such messages will reachany or all Users they should have reached in a timely manner or at all or thatsuch messages or measures will prevent any harm or otherwise have anyimpact.
You acknowledge and agree that, as anEvent Organizer, you are responsible for your own acts and omissions and arealso responsible for the acts and omissions of any individuals who work at orare otherwise present at the Event(s) at your request or invitation. Recessdoes not, and shall not be deemed to, direct or control you generally or inyour use of the Platform or performance of obligations and/or relations withother Users. You acknowledge and agree that you have complete discretionwhether to create Event Listing(s), submit inquiries, accept Offers, orotherwise engage in other activities on the Platform. Should Event Organizer,or any of your representatives, cause damage to any property of any Sponsor,Event attendees, or other third parties, Event Organizer acknowledges andagrees that Event Organizer is solely responsible for such damages, and shallbe responsible for paying the costs of repair or replacement to the applicableparty within ten (10) days of presentment of the evidence of costs.
By submitting an inquiry and/orposting an Event Listing via the Platform, you acknowledge and agree thatRecess may, at its sole discretion, undertake additional efforts to help youfind a Sponsor as part of our Services. A Recess representative maycontact you for more information about your interests, or may reach out toSponsor(s) for details and availability on your behalf, including Sponsor(s)not actively listed on the Platform, however you acknowledge and agree thatRecess is under no obligation to do any of the above.
Additionally, you acknowledge andagree that to promote the Platform and to increase the exposure of EventListing(s) to potential Sponsors, Event Listing(s) and other User Content maybe displayed on other websites, in applications, within emails, and in onlineand offline advertisements. Without limiting the generality of the foregoing, youunderstand, agree and acknowledge that by creating an Event Listing on thePlatform, Recess may market your Event through its website or its social mediaaccounts.
Recess does not guarantee that yourEvent Listing will appear in any specific order in search results on thePlatform. Search order will fluctuate based on a variety of factors. Recessreserves the right to apply various search algorithms or to use methods tooptimize results for the Sponsors’ experiences and the overall marketplace.
Taxes and Expenses
You are solely responsible fordetermining which, if any, sales, use, amusement, value added, consumption,excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of thePlatform and your Events, and for including any applicable Taxes to becollected or obligations relating to Taxes in your Event Listing and/orconfirmed Offer. You agree that it is your sole responsibility to, and that youwill, collect and remit the correct amounts of all such Taxes to the applicablegovernmental authorities. Notwithstanding the foregoing, Recess reserves theright to collect and remit any Taxes on Sponsorship Fees or in connection withany other payment processing fees that Recess is legally required to collectand remit by the applicable taxing authority. In the event that Recess isrequired to collect and remit any such Taxes, you will be responsible for payingsuch Taxes, and agree that Recess may invoice you and you agree to pay suchTaxes.
You acknowledge and agree that youare solely responsible for all costs and expenses incurred in connection withyour use of the Platform and your Event(s).
Termination
This Event Organizer Agreement will continue to apply untilterminated by either you or us in accordance with this section. Subject to thecancellation terms and limitations above, you may terminate this EventOrganizer Agreement at any time for any reason by emailing deuce@reces.isto deactivate your Account and discounting your use of and/or access to thePlatform. You understand and agree that any and all of your obligations thataccrued prior to your termination will survive any termination or expiration ofthis Event Organizer Agreement, and additionally any provision of this EventOrganizer Agreement that expressly or by implication is intended to come intoor continue in force on or after termination of this Event Organizer Agreementshall remain in full force and effect.
We may terminate this EventOrganizer Agreement at any time for any reason without penalty, including butnot limited to, if we reasonably believe: (i) you have violated this EventOrganizer Agreement or the Terms or (ii) you create risk or possible legalexposure for us. We will make reasonable efforts to notify you by the emailaddress associated with your account or the next time you attempt to accessyour Account.
Nothing in thissection shall affect our rights to change, limit or stop the provision of thePlatform without prior notice.
Please note that if your Account is terminated, we do nothave an obligation to delete or return to you any User Content you have postedto the Platform.
Governing Law
ThisEvent Organizer Agreement, and the parties’ conduct arising out of or relatedto it shall be governed by California law, without regard to its choice of lawrules.
Dispute Resolution
Anycontroversy or claim arising out of or in relation to this Event OrganizerAgreement, or the validity, construction or performance of this Agreement, orthe breach thereof, shall first be submitted to confidential mediation by theparties. If the parties are unable to resolve the controversy or claim throughmediation, such controversy or claim shall be resolved by confidential bindingarbitration in Los Angeles, CA, before a single arbitrator except that eachparty retains the right to seek injunctive or other equitable relief in a courtof competent jurisdiction to prevent the actual or threatened infringement,misappropriation or violation of a party's copyrights, trademarks, tradesecrets, patents, or other intellectual property rights. Any award shall befinal and binding.
EVENT ORGANIZER SHALL NOT BEENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERSOR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN APRIVATE ATTORNEY GENERAL CAPACITY. EventOrganizer may obtain copies of the current rules, and forms and instructionsfor initiating arbitration by contacting the American Arbitration Associationat using the contact information noted below.
AmericanArbitration Association
Website:www.adr.org
Thearbitration will follow the procedures and rules of the American ArbitrationAssociation which are in effect on the date the arbitration is filed unlessthose procedures and rules are inconsistent with these Terms, in which casethese Terms will prevail. Those procedures and rules may limit the discoveryavailable to the parties. The arbitrator will take reasonable steps to protectyour customer account information and other confidential information ifrequested to do so by you or us. Each party to the arbitration will bear theexpense of that party's attorneys, experts, and witnesses, and other expenses,provided that Recess may recover its attorney’s fees from Event Organizer inthe event that Recess is the prevailing party or is otherwise permitted to doso by these Terms. The arbitrator's award is final and binding on the parties.
Liability For Agents
Youacknowledge and agree that your obligations hereunder extend to your officers,directors, managers, employees, contractors, sub-contractors, agents and otherrepresentatives and you will be liable for any breach of this Event OrganizerAgreement, the Terms and/or any other written agreement between you and Recessby any of the foregoing.
Notices
Unless providedotherwise by Law, any notices or other communications referred or required inthis Event Organizer Agreement, shall be in writing and given (a) by Recess (i)via email to the email address provided to us (the date of receipt being deemedto be the date on which such email was transmitted) or (ii) by online post tothe Platform; and (b) by Event Organizer (i) via email to deuce@recess.is (the date of receipt being deemed to be the date on whichsuch email was transmitted).
Survival
Theprovisions of this Event Organizer Agreement that by their nature extend beyondthe expiration or termination of this Event Organizer Agreement shall survivesuch termination or expiration.
Assignment
You may notassign or transfer this Event Organizer Agreement, by operation of law orotherwise, without Recess’ prior written consent. Any attempt by you to assignor transfer this Event Organizer Agreement, without such consent, will be nulland of no effect. Recess may assign or transfer this Event Organizer Agreement,at its sole discretion, without restriction. Subject to the foregoing, thisEvent Organizer Agreement will bind and inure to the benefit of the parties,their successors and permitted assigns.
Severability
The illegality,invalidity or unenforceability of any provision of this Event OrganizerAgreement under the law of any jurisdiction shall not affect its legality,validity or enforceability under the laws of any other jurisdiction nor thelegality, validity or enforceability of any other provision.
NonExclusive Remedies; Collections
Recess reserves the right to pursueany late and unpaid amounts due and owing to Recess for collections if suchamounts are not paid within thirty (30) days after the date due. In addition,Event Organizer agrees to promptly and fully reimburse Recess upon demand forall out-of-pocket costs and expenses, including without limitation, reasonableattorneys' fees and expenses, incurred by Recess in collecting past due amountsor any other amounts due and owing from Event Organizer under this EventOrganizer Agreement, the Terms or any or other applicable agreement betweenRecess and Event Organizer. Notwithstanding any provision to the contrary, EventOrganizer agree that if Recess must seek collections for past due amounts andEvent Organizer does not respond or pay in full after receiving a collectionnotice, Recess reserves the right to pursue outstanding balances throughjudicial proceedings, and in such case that Recess chooses to exercise suchright, then such actions are expressly excluded from any arbitration provisionsset forth in the Terms.
Entire Agreement
ThisEvent Organizer Agreement, along with the Terms, is the entire agreement of theparties and supersedes any prior agreements between us, whether written ororal, with respect to the subject matter hereof. This Event Organizer Agreementand the Terms are a binding agreement and, subject to the following, may onlybe modified or superseded if a separate written agreement is entered into bythe parties explicitly superseding this Event Organizer Agreement and/or theTerms, and then only to the extent the separate written agreement explicitlymodifies or supersedes specific terms of this Event Organizer Agreement and/orthe Terms. No waiver of any default hereunder or any terms or conditions ofthis Event Organizer Agreement will be deemed to be a waiver of any other orsubsequent default of any other term or condition.
Notwithstandingthe foregoing, Recess reserves the right to amend, update, or revise the termsof this Event Organizer Agreement at any time for any reason, provided any suchamendments, updates or revisions will only be applied prospectively. Recesswill notify you via the e-mail address provided in the event any materialchanges are made to this Event Organizer Agreement. Any changes to this EventOrganizer Agreement will be effective immediately upon posting to the Platform.
Anycontinued use by you of the Platform after changes have been posted constitutesyour acceptance of those changes, however such changes will not apply todisputes arising before the effective date of the updated Event OrganizerAgreement. The terms of the Event Organizer Agreement in effect at the time adispute arises shall govern such dispute. Although we may attempt to notify youwhen material changes are made to this Event Organizer Agreement, it is yourresponsibility to periodically review this Event Organizer Agreement from timeto time for changes. If at any time you find this Event Organizer Agreementunacceptable, you must immediately cease all use of the Platform as an EventOrganizer.
Miscellaneous
Headings in this Event OrganizerAgreement are for reference only and do not limit the scope or extent of suchsection. Our failure to take immediate action with respect to a breach by youor others does not waive our right to act with respect to such breach or anyother breach.
We do not separately file this EventOrganizer Agreement entered into by each User of the Platform. Please make acopy of this Event Organizer Agreement for your records by printing and/orsaving a downloaded copy on your personal computer.
Without limiting any other rightsand benefits specifically or directly granted to Sponsors, Event Organizeragrees that Sponsors shall be deemed third party beneficiaries under, andentitled to separately benefit from and enforce against the Event Organizer,the terms of the following Sections: Event Listings, Offers and Bookings, ProductSampling Requirements, Payments, Late Fees and Cancellations, SponsorshipOpportunity Postings, Force Majeure, Representations and Warranties,Indemnification, Dispute Resolution and Governing Law; provided, however thatin the event of any conflict between any terms in an Offer or other directagreement entered by Sponsor and Event Organizer, that direct agreement shallprevail.