Venue Use Agreement
1. Conditions
This Agreement will not take effect, and Company will have no obligation to provide services, until: (a) Client agrees to these terms of Agreement; and (b) Client pays the subscription fee. Upon satisfaction of these conditions, this Agreement will be deemed to take effect.
2. Scope of Services
Client hires Company to host Client’s event. Company will provide the following services, which will be referred to as the “Services”:
3. Restricted Items
The use of confetti, rice, glitter, birdseed, fake flower petals, bubbles, sand, paper streamers, silly string, confetti, sequins, fake snow, or other similar or damaging items are not permitted on Venue’s Premises. Fog machines, smoke machines, aerosols, dry ice, sparklers, and the use of any materials which interfere with local fire department regulations are also strictly prohibited.
4. Additional Cleaning Fee
An additional cleaning fee will be assessed at $200 per hour if necessary to clean the premises due to messes made from the restricted items listed in Paragraph 18.
5. Noise Levels
Noise levels must be kept to a level of no more than 90 decibels. In the event Client hires an Outside DJ or Live Band, Client is responsible for informing the band or DJ of this restriction.
6. Candles & Open Flame
Candles must be placed on non-combustible bases, and enclosed in chimneys. There are to be no open flames anywhere on Venue’s Premises. All candles and flames must be contained with a covering that is at least one inch above flame height.
7. Decorations
Venue does not permit the affixing of anything to the walls, ceiling, floors, (including but not limited to ceremony aisle runners), columns, woodwork, curtains or light fixtures. Any additional clean up or disposal of trash necessary following decorating is the responsibility of the Client. Decorations must be removed immediately following the conclusion of the event to allow Venue staff to perform closing duties. If arrangements have been made for alternate pick-up, all decorations and rentals must be moved neatly to a designated area specified by the Venue manager. Client is responsible for moving all outside rentals to designated areas within the allotted contract time frame. Exceeding the time frame will result in additional expenses for which Client will be liable to Company. All decoration, exhibits, props, etc. must be in compliance with all local and historical building codes, regulations, laws and safety relations of the Venue.
No nails, push pins, duct tape, etc. allowed on walls or floors.
No restricted items listed in Paragraph 18.
No fireworks of any kind are allowed. No Sparklers allowed inside the building. Sparklers allowed outside the Venue; Client must provide lighters, galvanized bucket filled with sand to extinguish sparklers and personal designated to ensure safety and clean up of all materials.
8. Indemnification with Regard to Food or Beverage
Client hereby agrees to indemnify and hold Venue harmless from any injury arising out of or in connection with any food or beverages brought to the Venue Premises whether with or without the consent of Venue.
9. Event Conduct
Client agrees to comply with all applicable federal, state, and local laws including health and safety codes. Client assumes full responsibility for the conduct of all guests in attendance and for any damages done to any part of the Venue’s Premises.
10. IP Indemnification
Company will perform original work for Client and none of Company’s work product will infringe on copyrights or other intellectual property rights of others. Company will indemnify Company for loss, liability, or expense resulting from actual breach of these warranties.
11. Confidentiality & Non-Disclosure
Company recognizes and acknowledges that the services rendered to Client by may reveal confidential information that is proprietary to Client. “Confidential Information” means all material, non-public, business-related information, written or oral, whether or not it is marked that is disclosed or made available to Company, directly or indirectly, through any means of communication or observation. Company agrees not to share and agrees to take reasonable measures to protect Client’s Confidential Information.
Conversely, Client recognizes and acknowledges that the services rendered to Client by Company may also reveal Confidential Information that is proprietary to Company. Company has developed a step-by-step process to worth with clients. This process along with any materials drafted by Company and provided to Client are confidential. Client agrees not to share these materials with others. Client agrees to take reasonable measures to protect Company’s confidential information. Client agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.
12. Warranties and Representations
The Parties warrant and represent that they are free to enter into this Agreement and have the authority to do so. The Parties warrant that all statements made in and in preparation of this Agreement are true.
13. Limit of Liability
Liability shall be limited to the $______. Except as prohibited by law, Company shall not be liable to Client or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits, or any other damages, costs or losses arising out of the Company’s services, materials, or products, including attorney’s fees and related expenses of litigation and arbitration. Except as prohibited by law, to the extent there is liability found as to the Company, such recovery is limited to the amount the Client paid for materials, products, or services.
14. Indemnification and Release
To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates, owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claim/losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives. Further, Client on behalf of itself and its owners, affiliates, partners, subsidiaries, employees, agents, contractors, and consultants (collectively "Releasor"), waives any rights to recover from, and hereby forever agrees to release and hold harmless, Company and their respective owners, parent companies, affiliates, partners and subsidiaries, directors, officers, members, participants, employees, consultants, agents, legal representatives and assigns from any and all claims, costs, personal injuries, deaths, expenses, damages, actions and liabilities, of any nature, whether direct or indirect, known or unknown, foreseen or unforeseen (collectively "Claims") , arising from or relating to any acts or omissions by any third party or by Venue on Venue’s Premises, excepting them from Company’s gross negligence or willful misconduct. Releasor assumes all risk of harm for injury or damage resulting from the event on Company’s Premises.
15. Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, war, acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.
16. Attorney's Fees
Should any litigation be commenced between the parties to this Agreement, concerning any provision of this Agreement or the rights and obligations of any party, the prevailing party shall be entitled reimbursement of a reasonable sum of their attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.
17. Waiver
No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated.
18. Article Headings
All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.
19. Severability
If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.
20. Modification by Subsequent Agreement
This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.
21. Mediation
Company and Client agree to try to settle all disputes between them through private mediation before initiating any arbitration, litigation, or other dispute resolution procedure. The mediation session will occur at a time mutually agreed upon by the parties in consultation with a mutually selected mediator, though no later than thirty days after the date of services of the initial notice, unless otherwise agreed by the parties and mediator. Each party shall bear its own fees and costs for the mediation. The parties agree to mediate Jackson County, Missouri.
22. Governing Law
This Contract shall be governed by and interpreted under the laws of the state of Missouri.
23. Venue
The Parties agree that any dispute that may arise as related to this Agreement shall be brought in a court within Jackson County.
24. Sole and Only Agreement
This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties.
25. Assignment; Successors and Assigns
Client agrees that Client will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. Client represents that Client has not previously assigned or transferred any claims or rights released by him pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.
26. Counterparts
This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. A facsimile signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.