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.
“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
a. Services. Subject to the terms and conditions of this Agreement, we will provide to you and your Participants the services
described below (the “Services”):
i. 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.
ii. The offerings specified under “Package Description” on the Event Information Sheet.
iii. Access to and use of the shared Internet connection.
b. 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.
c. 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.
d. 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.
e. Additional Participants. Attendance by any Participants in excess of the Final Attendance Estimate or the Minimum
Guaranteed Participants, as applicable, shall be subject to additional charges, which 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.
f. 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.
g. 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.
h. 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.
i. 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”).
j. 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.
k. 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.
l. 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.
m. Terms specific to Production Services. If Client has purchased Production Services, the following terms will apply:
i. 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.
ii. 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.
iii. 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.
iv. 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).
3. FEES AND DEPOSITS
a. 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.
b. 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.
c. 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.
d. 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.
e. 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
a. 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.
b. 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.
c. 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.
d. 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.
e. 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
a. Client Logo. Each party shall have the right to publicly announce the existence of the business relationship between the
parties. In addition, CHG may, both during and after the expiration of the Term, use Client’s name, trademarks, and/or logos
(collectively, “Client Marks”) in connection with identifying Client as a client of CHG’s alongside those of other clients, on CHG’s
website as well as in video and other marketing materials, and Client understands that CHG has the right to photo, film, audio or
video recordings of the Event and Event set-up, solely for the purpose of training and marketing 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. Client may terminate this consent to use Client Marks at any time upon thirty (30) days’ prior notice to CHG.
b. 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.
c. 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.
d. 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.
e. 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.
f. Limitation of Liability. (i) 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.
(ii) 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.
(iii) 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.
g. 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.
h. 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
a. 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.
b. 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
a. 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.
b. 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.
c. 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.
d. 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.
e. 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.
f. 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.
g. 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.
h. 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.
i. 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.
j. 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.
k. Conflict. In the event of any conflict between the Event Information Sheet and the Terms & Conditions, the Event Information
Sheet shall prevail.
