US - Event Terms & Conditions

1. DEFINITIONS

All capitalized terms not otherwise defined in the Agreement will have the meaning given to them hereto:

“Administrative Fee” means the fee required for administrative and other expenses associated with the Event and to cover basic house expenses, including base utilities, wear and tear on equipment, staff costs, insurance and regulatory compliance with building and environmental codes. Administrative Fee is subject to change at any time and is subject to applicable sales taxes.

“Building” means the building in which the Main Premises are located, as set forth in the Event Information Sheet in the section labeled “CHG Location”.

“Business Days” means all weekdays, except local bank/government holidays.

“Buy-Out” means an Event for which Client has reserved all of the areas of the Main Premises that are designated by CHG for an in-person Event.

“Contracted Food and Beverage” means the minimum revenue guaranteed by Client with respect to the food and beverage for the Daytime Portion of the Event. For the avoidance of doubt, Contracted Food and Beverage is not compromised of the following: additional space, enhancements provided through an Outside Vendor (as defined herein), evening dinners, evening enhancements, evening receptions, and labor.

“Daytime Portion of Event” means the time slot of 8:00am – 6:00pm during an Event.

“Event” means Client’s event as indicated under “Booking Name” on the Event Information Sheet.

“Exclusive Rental” means the cost associated with the use of a designated Event space for the duration of the Event. This fee includes the reservation of the Event space, access to the specified Event space for the agreed upon time period, standard Meeting Room setup according to the layout that has been agreed upon, and essential in-room technology. After the execution of this Agreement, this fee may not be reallocated toward any additions, enhancements, or other services.

“Final Event Specification Due Date” means the date identified under “Final Event Specification Due Date” on the Event Information Sheet.

“Food & Beverage Remaining Balance” means the remaining balance that is required to be paid by Client on the final invoice that is issued by CHG. For the avoidance of doubt, Food & Beverage Remaining Balance is not compromised of the following: additional space, enhancements, evening dinners, evening enhancements, evening receptions, and labor.

“Main Premises” means those areas of the Building controlled by CHG.

“Meeting Room(s)” means those areas of the Main Premises identified under “Meeting Rooms” on the Event Information Sheet.

“Minimum Guaranteed Participants” means the minimum participants guaranteed by Client with respect to the Event, as identified in the Event Information Sheet.

“Minimum Guaranteed Revenue” means the minimum revenue guaranteed by Client with respect to the Event, as identified in the Event Information Sheet.

“Participant(s)” means your employees, invitees and guests attending the Event, your Outside Vendors, as well as any exhibitor that you allow into the Main Premises.

“Participant List Due Date” means the date identified under “Participant List Due Date” on the Event Information Sheet.

“Payment Method” means your chosen method of making payment to CHG for the Services and other costs and fees contemplated by this Agreement identified in the Event Information Sheet.

“Public Areas” means those areas of the Main Premises designated for use by the Participants by CHG from time to time.

“Taxes” means any applicable state and local taxes.

“Third Party Clients” means any person or company using CHG’s services at the Main Premises other than Client and its Participants. For clarity, Third Party Clients does not include Personnel or Subcontractors (as defined herein).

2. EVENT POLICIES & PROCEDURES

1. Services. Subject to the terms and conditions of this Agreement, we will provide to you and your Participants the services described below (the “Services”):

   1. Dedicated access to the Meeting Room(s) and non-dedicated access (or in the case of a Buy-Out, dedicated access) to the Public Areas during the Event Hours.

   2. The offerings specified under “Package Description” on the Event Information Sheet.

   3. Access to and use of the shared Internet connection.

2. Final Event Specifications. Client shall provide final Event specifications, including a final estimate of total Participants (the “Final Attendance Estimate”), menu selections, and other Event specifications (collectively, the “Final Event Specifications”) to CHG by the Final Event Specification Due Date. Such Final Event Specifications are not eligible for reduction. In the event that CHG does not timely receive a Final Attendance Estimate or Final Event Specifications from Client, CHG will set and prepare for 5% more Participants than the number of Minimum Guaranteed Participants. Additional fees, plus Administrative Fees and Taxes, may apply for the following, to the extent applicable to the Event: (a) use of the meeting room for more than thirty (30) minutes past the contracted time period, (b) alcoholic beverage services, (c) bartenders, (d) security for valuable items, (e) additional security personnel, (f) shipping, handling and/or storage of materials, merchandise, exhibits or other items that Client wishes to send to and/or from CHG, (g) use of the freight elevator and/or loading dock, (h) coat check services, and, without limitation (i) any other add-on services; provided that, upon request, CHG shall use commercially reasonable efforts to apprise Client of any such fees in advance of the Event.

3. Program Execution Order. Promptly after receiving the Final Event Specifications, CHG shall prepare, and each of CHG and Client shall execute, an addendum describing the Final Event Specifications, detailed menus, set-up requirements, technology requirements and any other terms agreed by the parties, together with any additional costs not already provided for in this Agreement (the “Program Execution Order”). The Program Execution Order will be deemed part of this Agreement and, to the extent of any differences, shall constitute an amendment to this Agreement (including, for the avoidance of doubt, any increases to the Minimum Guaranteed Revenue); provided that nothing in the Program Execution Order shall be deemed to reduce the Minimum Guaranteed Revenue agreed by the parties as of the Effective Date and specified on the Event Information Sheet.

4. Participant List. Client shall provide to CHG a list of all Participants prior to the Participant List Due Date. If the Participant List is not received by CHG prior to the Participant List Due Date, (a) CHG cannot guarantee the pre-registration and printing of security badges for all Participants, and (b) the number of Participants indicated in the Program Execution Order shall be deemed to be the Minimum Guaranteed Participants.

5. Additional Participants. Attendance by any Participants in excess of the Final Attendance Estimate, the Minimum Guaranteed Participants or final attendance confirmation, whichever is greater as applicable, shall be subject to additional charges, which are equivalent to the price per Participant as outlined within the Event Information Sheet, and shall be due and payable prior to the Event. Any such charges not collected prior to the Event shall be included on the final invoice.

6. Building Access. CHG and/or the Building may require certain personal information from Participants for health, safety, and/or security purposes or pursuant to building policies. You are responsible for informing Participants that they may need to provide such information, for promptly providing any such information and for the accuracy thereof. CHG will process personal information it collects in accordance with its privacy notice available at: https://convene.com/privacy-policy/. Any badges and other such items provided to you or your Participants for accessing the Building and the Meeting Room(s) are exclusively owned by us. Neither you nor your Participants may make any copies of any badges or other means of entry to the Meeting Room(s) or the Main Premises or lend, share or transfer any badges to any third party, unless authorized by us in advance. You may not allow any Participant(s) to enter the Building without registering such Participant(s) and performing any additional required steps according to our policies.

7. Removal and Return of Property. Prior to your departure, you will remove all of your and your Participants’ property from the Meeting Room(s) and Main Premises. After providing you with one (1) Business Day advance notice, we will be entitled to dispose of any Property remaining in or on the Meeting Rooms(s) or Main Premises after the termination or expiration of this Agreement and we will not have any obligation to store such Property, and you waive any claims or demands regarding such Property or our handling of such Property.

8. Outside Vendor Policy. Client shall not engage any outside vendor (each an “Outside Vendor”) for the supply or management of any services or other aspects of the Event, including but not limited to culinary, technology, audio-visual or production unless CHG first approves such Outside Vendor in writing in advance in its sole discretion. Due to licensing requirements and for purposes of quality control and safety, all such arrangements must be made through CHG unless otherwise approved by CHG in writing in its sole discretion. As a condition to approval of an Outside Vendor by CHG, each Outside Vendor shall be required to provide an indemnification agreement and proof of adequate insurance, in each case in a form and amount reasonably satisfactory to CHG. With respect to any outside technology services, Client acknowledges and agrees to comply with CHG’s Outside Technology Services Policy available at https://convene.com/oav-policy/ . All outside products or services that are not provided by CHG shall be subject to the Administrative Fee and Taxes based on the price per Participant that CHG would charge for such Service and the total number of Participants at the Event. In addition, additional fees may apply with respect to any technology or audio-visual services provided by any Outside Vendor.

9. Reserved Rights. An affiliate of CHG or a third party hired by CHG may also provide the Services to you. Except in the case of a Buy-Out, we reserve the right to restrict the usage of portions of the Public Areas temporarily for private events or for any other reason in our sole discretion. Except in the case of a Buy-Out or in the event that there is no other suitable space within the Main Premises, we reserve the right to reassign the meeting rooms designated for the Event to another space within the Main Premises (depending on space availability) and request that meeting room names not be printed without CHG’s prior approval to avoid confusion for your Participants. Any desk, table, or area that is utilized by CHG’s employees as a part of the Services may not be used in any capacity by Client or any of its Participants, except as mutually agreed to by the parties in advance. In addition to the requirements under these Terms & Conditions, you agree to comply with any rules, policies and/or procedures (including, without limitation, Vaccination Policy and Social Distancing) provided to you in writing by our landlord or by us (the “CHG Policies”).

10. Public Areas & CHG Staff. Except in the case of a Buy-Out, you acknowledge and agree that the Public Areas of the Main Premises is a shared space and that Third Party Clients may be making use of the space at the Main Premises during the Event. We expect that you will treat any Third Party Clients and any CHG staff members with the same respectful behavior as you treat Participants. Inappropriate conduct towards any CHG staff member will lead to immediate expulsion from the Main Premises.

11. Prohibited Activities. Without limiting any other provisions of these Terms & Conditions, no Participant may (i) smoke (including any electronic cigarettes, vaporizers, or similar products) inside the Building at any time, (ii) perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Participant, or our or their employees, guests or property, including without limitation the Meeting Room(s) or the Main Premises, (iii) conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner, (iv) engage in any sexual acts or sexually offensive conduct anywhere in the area controlled by CHG, (v) allow any person to enter the Building without registering such person as a Participant and performing any additional required steps according to our policies, (vi) allow any person under eighteen (18) years of age to enter the Building without getting permission from CHG and executing all applicable forms and other documents as may be required by CHG in its sole discretion, (vii) bring any weapons of any kind, or any other offensive, dangerous, flammable or explosive, hazardous or inherently dangerous materials into the area controlled by CHG, (viii) bring illegal drugs into the area controlled by CHG, or (ix) misrepresent himself or herself to the CHG community. You are responsible for informing your Participants of the prohibitions contained in this clause (k) and informing your Participants of other obligations within this Agreement applicable to Participants. Should the attendance or behavior of any Participant be determined illegal, disruptive, inappropriate or potentially a legal or reputational liability, and/or inconsistent with the Terms & Conditions or the CHG Policies, CHG reserves the right to refuse service or entry, expel such Participant(s) from the premises, and/or cancel the Event and terminate this Agreement.

12. Operating Standards & Safety Protocols. You hereby acknowledge that, in light of the COVID-19 pandemic, CHG continues to enforce the Operating Standards & Safety Protocols and other policies and protocols related to COVID-19 available at https://convene.com/coronavirus-covid-19-updates/ or otherwise communicated to you in writing by CHG (as such policies and protocols may be modified, amended or supplemented from time to time, the “CHG Policies”). CHG may also require that all individuals adhere to the social distancing measures, including, but not limited to wearing a mask and maintaining a distance of 6-feet from other Participants and CHG employees at all times, (as such measures may be updated from time to time in accordance with the applicable federal, state and local laws, regulations and guidelines) while on the Main Premises (“Social Distancing”). Accordingly, you agree on behalf of yourself and your Participants, that: (1) the number of people allowed in any contracted meeting space may not exceed what is permitted by applicable law; (2) you and your Participants shall abide by all applicable federal, state and local laws, regulations and guidelines, and any CHG Policies in effect on the date of the Event and you agree that you are solely responsible for the health and safety of the Participants attending the Event; (3) you are responsible for notifying each Participant, prior to the scheduled arrival date, of the physical layout of the contracted meeting space, whether proof of vaccination status is required, and whether Social Distancing will be required in the contracted meeting space and on the Main Premises; and (4) you are aware of the inherent risks involved and assume all risks and hazards related to COVID-19 arising from or related to your and your Participants’ entry onto, and use of, the Main Premises.

13. Terms specific to Production Services. If Client has purchased Production Services, the following terms will apply:

    1. CHG Equipment. To the extent CHG provides AV equipment packages to Client (“CHG Equipment”) in connection with the Production Services and Event:

       1. All such CHG Equipment is provided "AS IS" AND CHG MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CHG EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY RELATED TO THE CONDITION OF THE CHG EQUIPMENT. CHG HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, AND SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT FOR ANY DAMAGES OR CLAIMS RELATING TO THE CHG EQUIPMENT.

       2. Any CHG Equipment that is used and/or retained by Client must be returned in functional condition at the conclusion of the Event. Client will be charged at the prevailing rate for equipment not returned. Client bears all risk of loss, damage, destruction, theft, and condemnation to or of such CHG Equipment from any cause whatsoever from the moment the CHG Equipment is provided to Client, until the CHG Equipment is returned to CHG.

    2. Personnel. In connection with the provision of Production Services to Client, CHG will provide a dedicated team to Client. CHG may engage its employees and/or third-party consultants (collectively or individually referred to as the “Personnel”) to perform such Production Services. CHG may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate, provided that subcontracting the provision of any portion of the Production Services in accordance with this Agreement will not relieve CHG of any of its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, with respect to such Subcontractors, CHG shall use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but shall not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that the losses are caused directly from the gross negligence or willful misconduct of CHG.

    3. Client Obligations. In connection with Client’s receipt of Production Services from CHG, Client shall: (a) reasonably cooperate with CHG in all matters relating to the Production Services; (b) respond promptly to any request from CHG to provide direction, information, authorizations, or decisions that are reasonably necessary for CHG to perform Production Services; (c) provide any materials or information as CHG may reasonably request or require in connection with the Production Services in a timely manner; and (d) ensure that all Third Party Materials and Services are in good working order and suitable for the purposes of the Production Services and conforms to all relevant standards or requirements to enable CHG to provide the Production Services.

    4. Third Party Materials and Services. CHG does not guarantee the interoperability of the Production Services with any hardware, software, or equipment not provided by CHG or Outside Vendor services (collectively, “Third Party Materials and Services”). Client remains solely responsible for all such Third Party Materials and Services in connection with Client’s receipt of Production Services, as applicable, and Client waives any claim relating to incompatibility or failure to operate with any Third Party Materials and Services, or any claim related to the failure of the Production Services associated with the Third Party Materials and Services, against any CHG Parties (as defined in the Agreement).

14. Market Intelligence Reporting. Notwithstanding anything contained herein, CHG may share Event data (including Client name, Event name, size, dates, and location) with third-party hospitality market intelligence providers for industry benchmarking and analytics purposes. Personal social events are automatically excluded from this reporting.

3. FEES AND DEPOSITS

1. Fees. In consideration of the Services to be provided by CHG to Client as described herein, Client agrees to pay to CHG the fees identified on the Event Information Sheet and described herein. In the event that Client requests any changes to the Event specifications after the execution of the Program Execution Order, CHG reserves the right to adjust the fees accordingly. Any additional fees arising from changes to the Event specifications (as requested by Client) shall be payable at least three (3) Business Days prior to the Arrival Date. Any on-site charges will be submitted on the final invoice and charged to Client's credit card. We shall not refund any fees or other amounts paid by you in connection with the Services, except as otherwise provided herein. All fees payable hereunder are subject to a 23% Administrative Fee and Taxes. Please be advised that the Administrative Fee is not in lieu of, or otherwise distributed as, gratuity or other staff compensation.

2. Deposits. Unless otherwise agreed in writing signed by both parties, CHG requires 50% of the total Fees (including the Administrative Fee and Taxes) identified above to be paid as a deposit upon execution of this Agreement, unless the Arrival Date for the Event (as indicated on the Event Information Sheet) is less than thirty (30) days from the Effective Date, in which case CHG requires the Event to be paid in full prior to the Arrival Date. Deposits shall be due and payable in accordance with the schedule set forth on the Event Information Sheet.

3. Minimum Guaranteed Revenue. The rates offered to Client by CHG are based in part upon the total gross revenue anticipated to be payable to CHG by Client in connection with the Event. As such, Client hereby guarantees that the amount payable to CHG by Client in connection with the Event shall not be less than the Minimum Guaranteed Revenue. If the total charges payable in connection with the Event (excluding the Administrative Fees and Taxes, which shall not be applied toward the Minimum Guaranteed Revenue) are less than the Minimum Guaranteed Revenue, Client shall pay any shortfall as additional room rental fees. Any additional charges for CHG’s production, security, and technology teams, as well as additional charges for weekend and evening events, shall not be applied toward the Minimum Guaranteed Revenue. The Client acknowledges and agrees that any fees identified on the Event Information Sheet cannot be adjusted or applied toward any other costs after the execution of the Agreement.

4. Form of Payment. Payment of amounts due under this Agreement may only be made in the manner we specified as acceptable forms of payment to you during the booking process, or that we subsequently post to our website, or otherwise provide to you in writing during the Term. You are required to inform us promptly of any changes to your payment information. Only a single Payment Method may be used at any given time to make payments under this Agreement. We may require that you place a credit card on file for all Events regardless of intended payment method. In such case, you agree to provide a valid credit card, debit card, or other valid payment information, and authorize CHG to charge such credit card, debit card, or other valid payment. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. Unless you elect to pay all Fees by credit card, no charges will be made to your credit card except as needed to enforce any portion of this Agreement.

5. Late Payment. CHG shall provide written notice to Client of Client’s failure to timely pay any Fees or other outstanding amounts. Client shall have five (5) Business Days from the date of such notice to pay such overdue amounts. If, after such period, Client has still not paid the overdue amounts, CHG reserves the right, in its sole discretion, to (i) require immediate full pre-payment of all remaining amounts due under this Agreement, (ii) apply a 10% late fee to any outstanding amounts and/or (iii) cancel the Event and terminate this Agreement. In the event of a termination pursuant to this Section 3(e), you will remain liable for past due amounts and for any breaches of this Agreement, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.

4. TERMINATION

1. Term. The term of this Agreement (the "Term") commences on the Effective Date and continues until the completion of the Services, unless earlier terminated pursuant to this Section 4.

2. Termination due to Cancellation of Event. In the event that Client wishes to cancel the Event, Client shall provide written notice to CHG as soon as practicable. In the event of a cancellation, Client shall be required to pay the cancellation fees set forth in the Event Information Sheet (“Cancellation Fees”) to CHG, plus Taxes. The parties intend that the Cancellation Fees constitute compensation, and not a penalty. The parties acknowledge and agree that CHG’s harm caused by a Client cancellation for convenience would be impossible or very difficult to accurately estimate at the time of the cancellation, and that the Cancellation Fees are a reasonable estimate of the anticipated or actual harm that might arise from a Client cancellation for convenience. Provided that Client has not otherwise breached this Agreement, Client’s payment of the Cancellation Fees (plus Administrative Fees and Taxes) is Client’s sole liability and entire obligation and CHG’s exclusive remedy for any Client cancellation for convenience. If Client requests to reschedule the Event after execution of the Agreement, the Event will be treated as a cancellation.

3. Cross Default and Termination by CHG due to Client Nonpayment. It shall be an immediate event of default (“Event of Default”) under this Agreement if Client (or any of its affiliates) fails to pay any amount of deposit, fee, expense, or other outstanding sum (collectively, the "Outstanding Obligation") when due under any other agreement, contract, statement of work, or service order (each, a "Related Agreement") between CHG (or any of its affiliates) and Client (or any of its affiliates). Upon the occurrence of an Event of Default pursuant to this Section 4(c), CHG shall have the immediate right, upon providing written notice to Client, to terminate this Agreement without penalty or further liability to Client, and to immediately cancel the Event to which this Agreement relates. In the event of a termination pursuant to this Section 4(c), CHG shall be entitled to retain all deposits and other amounts previously paid by Client under this Agreement, and CHG may, at its sole discretion, apply any such retained amounts toward any Outstanding Obligation due from the Client or its Affiliates under the Related Agreement(s) or towards any Cancellation Damages due under this Agreement. This remedy shall be cumulative and shall be in addition to all other rights and remedies available to CHG at law or in equity.

4. Force Majeure. Upon any Force Majeure Event (as defined below), either party may terminate this Agreement without liability to the other party, by providing written notice to the other party as soon as reasonably practical (but in no event longer than ten (10) days) after learning of such Force Majeure Event, which notice shall set forth the basis for such termination. “Force Majeure Event” means any unforeseen event or circumstance beyond the parties’ reasonable control (including, but not limited to, acts of God, declared war in the continental United States, terrorist attacks in the city in which the Main Premises is located, or civil disorder within a five (5) mile radius of the Main Premises) that makes it illegal or impossible to provide or use the Main Premises. In the case of termination pursuant to this provision, CHG shall credit 100% of the deposits, less any used deposits, or other amounts prepaid pursuant to this Agreement to a future meeting (the “Rebooked Event”) of equal or greater value to this Event to the extent scheduled for a date within twelve (12) months of the cancelled Event. CHG does not guarantee future availability at any location, and any credits not used within the twelve (12) month period following the cancelled Event dates shall automatically expire. For the sake of clarity, financial disability or hardship shall not constitute a Force Majeure Event. In addition, CHG will not be liable for, and will not be considered in default or breach of this Agreement due to, any delay or failure to perform hereunder that is caused by (i) any delays in construction within the Building, and (ii) any delays or failure to perform caused by conditions under the control of our landlord of the Building.

5. Effects of Termination. Upon any expiration or termination of this Agreement, all corresponding rights and obligations of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive and (b) the provisions of Sections (Fees and Deposits) (to the extent any payments remain outstanding), 4(b) (Termination due to Cancellation of Event), 5 (Additional Agreements), 6 (Dispute Resolution) and 7 (Miscellaneous), and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement shall survive.

5. ADDITIONAL AGREEMENTS

1. Client Logo; License to Client Marks. Each party shall have the right to publicly announce the existence of the business relationship between the parties. In addition, CHG and its affiliates, agents, vendors and contractors acting on CHG’s behalf, shall have an irrevocable, worldwide, royalty-free sublicensable right to, both during and after the expiration of the Term, use Client’s name, trademarks, and/or logos (collectively, “Client Marks”) for any and all business, marketing, advertising, promotional, and public relations purposes, including without limitation: identifying Client as a client of CHG alongside other clients; on CHG’s website, mobile applications, and social media channels; in paid and unpaid advertising, marketing, and public relations campaigns across any medium now known or hereafter developed; in press releases, case studies, testimonials, and sales materials; and in connection with any third-party vendor, agency, or platform engages by CHG in furtherance of the foregoing. Client understands that CHG and its affiliates, agents, vendors, and contractors have the right to photo, film, audio video, or digitally record the Event and Event set-up, and to use, reproduce, distribute, publicly display and perform, edit, adapt, and create derivative works from such recordings (“Client Media”) and the Client Marks, including through the use of artificial intelligence, machine learning, or other automated or generative tools, solely for the purpose of operating, training, marketing, advertising, and promoting CHG’s business and services. Client warrants that the Client Marks do not infringe upon the rights of any third party and that Client has full authority to provide this consent. If applicable, Client is solely responsible for securing all rights necessary to record, stream, or broadcast the Event, and for the use of Client Media as contemplated hereunder, including from all Participants, and shall defend, indemnify, and hold harmless CHG against any third party damages, claims, losses, penalties, fines or liabilities, (including any reasonable attorney fees or costs) arising from or relating to Client’s failure to secure the rights herein. Client Media will be retained as long is reasonably necessary for the purpose defined.

2. CHG Logo. Neither you nor any Participant may take, copy or use for any purpose the name “CHG” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the area of the Building controlled by CHG, without our prior consent.

3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, THE CHG EQUIPMENT, MEETING ROOM(S), THE MAIN PREMISES, AND THE BUILDING ARE PROVIDED ON AN “AS IS” BASIS, AND CHG MAKES NO WARRANTIES OR REPRESENTATIONS TO CLIENT, ITS PARTICIPANTS OR TO ANY OTHER PARTY REGARDING THE SERVICES, THE CHG EQUIPMENT, THE MEETING ROOM(S), THE MAIN PREMISES, AND THE BUILDING OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHG HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

4. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, insurance reasonably commensurate with all activities arising from or connected with the Event, including, but not limited to, general liability insurance, with limits not less than $1,000,000 per occurrence, covering personal injury, property damage and other liability arising from your Event. You will ensure that CHG and the landlord of the applicable Building shall each be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against CHG and the landlord of the applicable Building. With respect to any claims or other liability for which you are responsible, your insurance will apply as primary to any insurance maintained by the CHG Parties. Upon our request, you shall provide proof of insurance to us prior to the date of the Event.

5. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Participants, employees and agents, waive any and all claims and rights against us, our landlords, our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “CHG Parties”) from and against any and all actions, causes of action, suits, claims, rights, damages, losses, expenses or demands of any kind or nature whatsoever which you have now or may in the future have in connection with (i) destruction, theft, or loss of, any property, person or pet, arising from or relating to your, your Participants, employees and agents use of the Meeting Room(s), the Main Premises or the Building, except in the case of gross negligence or willful misconduct of the undersigned CHG Party or (ii) the exposure, infection and/or spread of COVID-19 in any way arising from their presence on the main premises, including, but not limited to, any and all claims for any bodily injury, including death, which your participants may suffer or sustain as a consequence of exposure to COVID-19 virus, and any and all such claims are hereby unconditionally waived.

6. Limitation of Liability.

   1. EXCEPT FOR: (I) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (II) BREACH OF CLIENT’S PAYMENT OBLIGATIONS, NEITHER CLIENT NOR ANY CHG PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

   2. IN NO EVENT WILL ANY OF CHG PARTY’S TOTAL LIABILITY TO CLIENT AND ITS PARTICIPANTS IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICES EXCEED THE AMOUNTS OF THE FEES ACTUALLY PAID BY CLIENT TO CHG FOR THE EVENT TO WHICH THE CLAIM RELATES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT CHG WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 5(F) ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN CHG AND CLIENT, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

   3. Each party acknowledges and agrees that it may not commence any action or proceeding against the other party, in connection with this Agreement, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the occurrence giving rise to the cause of action. Notwithstanding anything contained in this Agreement to the contrary, Client acknowledges and agrees that (1) only the CHG signatory to the applicable Event Information Sheet will be responsible for CHG’s obligations under that Event Agreement, and (2) Client shall not commence any action or proceeding against nor have any recourse with respect to any of the CHG Parties other than the CHG signatory that Client is directly contracting with hereunder and the assets of such entity for any amounts due or for the performance of any obligations in connection with this Agreement.

7. Indemnification. You will indemnify and hold harmless the CHG Parties for any damages, claims, losses, penalties, fines or liabilities (including any reasonable attorney fees or costs) arising from or relating to (i) injuries to property or persons occurring in or about the Main Premises arising from or relating to an action or omission by Client or the Participants, (ii) theft, or the misappropriation of property in the Main Premises arising from or relating to an action or omission by Client or the Participants, (iii) you or your Participants’ use of the Meeting Room(s), Main Premises or Building, (iv) the negligence or willful misconduct by your or your Participants (including, without limitation, any Outside Vendor), and (v) failure to comply with COVID-19 Safety Measures set forth in Section 2(l) or otherwise related to the actual or alleged exposure, infection and/or spread of COVID-19 and your or your Participant’s presence on the Main Premises, in each case except to the extent arising out of CHG’s gross negligence or willful misconduct. CHG will indemnify and hold harmless the Client for any third party damages, claims, losses, penalties, fines or liabilities (including any reasonable attorney fees or costs) arising from or relating to the gross negligence or willful misconduct of CHG. You are responsible for the actions of and all damages caused by Participants and all persons that you or your Participants invite to enter any portion of the Building (including, without limitation, any Outside Vendor). You acknowledge and agree that you bear the risk of loss, damage, theft or misappropriation of all of your and your Participants’ property in the Main Premises and Building and the liability for the same. Each party agrees that it shall not make any settlement that requires an act or admission by us or imposes any obligation upon the other party without its written consent. No party shall be liable for any settlements made without its prior written consent.

8. Third Party Clients. We do not control and are not responsible for the actions of Third Party Clients or any other third parties (other than any third parties engaged by CHG for the provision of Services). If a dispute arises between you, your Participants, Third Party Clients or their respective invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party. For the avoidance of doubt, no Third Party Clients shall be present during a Buy-Out.

6. DISPUTE RESOLUTION

1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction.

2. Arbitration. Except that either party may seek equitable or similar relief from any court of competent jurisdiction (and without the need for that party to post any security or bond in seeking such equitable or similar relief), any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be the Borough of Manhattan, New York, New York, U.S.A. The parties hereby waive their right to trial by jury to the fullest extent permitted by law. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties and non-appealable. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.

7. MISCELLANEOUS

1. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.

2. Amendment and Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. Either party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

3. Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Building and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply nor establish any sublease or other similar interest in real property.

4. Severable Provisions. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

5. Notices. Any and all notices under this Agreement will be given via email and will be effective on the first Business Day after being sent. All notices will be sent via email to the email addresses specified on the Event Information Sheet with a copy to legal@convene.com, except as otherwise provided in this Agreement.

6. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in CHG’s time zone.

7. No Assignment; No Sublicense. You may not assign, transfer, sublicense or otherwise assign or convey any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. For purposes of this Section 7(h), (i) an assignment shall include a Change of Control and (ii) a “Change of Control” shall mean any transaction or series of related transactions in which one or more affiliated parties that previously did not own at least a fifty percent (50%) interest in Client obtains at least a fifty percent (50%) interest in Client, or in which a third party acquires all or substantially all of Client’s assets.

8. Compliance with Law. You hereby represent and warrant that you are in compliance with all applicable laws, ordinances, codes, rules, requirements and regulations of foreign, federal, state and local governments and all agencies thereof relating to the operation of your business and the maintenance and operation of your properties and assets. We reserve the right at any time to disclose any information about you or your Participants we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

9. No Construction Against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement. In the event of any conflict between the Event Information Sheet and the Terms & Conditions, the Event Information Sheet shall prevail.

11. Conflict. In the event of any conflict between the Event Information Sheet and the Terms & Conditions, the Event Information Sheet shall prevail.