Venue Bear Terms of Service

Services Agreement

Agreement made this __ day of ____________________, 2019, between Scrimmedge Field LLC, doing business as Venue Bear (hereinafter “VenueBear”) and ____________________ (hereinafter “Client”).

W I T N E S S E T H:

WHEREAS, VenueBear is engaged in the business of marketing venues; and

WHEREAS, Client desires to retain the services of VenueBear and VenueBear desires to render such services to Client subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and with the intent to be legally bound hereby, the parties hereto hereby agree as follows:

Services.

Client is hiring VenueBear to market Client’s property (the “Venue”, as listed in Exhibit “A”) to individuals or entities (“Users”) seeking to use said property (“Services”). VenueBear’s responsibilities do not include reviewing or evaluating Users, or property management. VenueBear is not legally responsible for damages or repairs to the Venue, or for a User’s failure to meet the terms of any agreement between it and Client. VenueBear does not become party to or participate in any contractual relationship between Client and Users, nor is VenueBear a real estate broker or insurer.

Content.

In order for VenueBear to provide the Services, Client will be asked to submit, post, upload or otherwise provide videos, images, descriptions, or photos of the Venue (the “Content”) to VenueBear to be published on VenueBear’s website (www.venuebear.com, the “Website”).

1. Client will provide the Content according to the specifications and instructions specified by VenueBear. A failure by the Client to comply with such specifications or instructions may result in a failure of the Content to be uploaded or transmitted to VenueBear and a delay in delivery of the Services.
2. VenueBear does not guarantee that the Content will be made available through its Website or through any other manner, whether continuously or at all, and VenueBear shall not have any obligation to monitor the Content.
3. Subject to the licenses Client is granting herein to VenueBear to use the Content, Client retains all right, title and interest in and to the Content. Client is solely responsible for the Content and the consequences of posting or publishing the Content.
4. By submitting, posting, uploading, emailing or otherwise providing Content to VenueBear, Client hereby grants to VenueBear a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit Content, in any format or medium now existing or hereinafter invented and whether for commercial or non-commercial purposes in connection with the Services.
5. Client may request, in writing, removal of the Content from the Website and VenueBear will use commercially reasonable efforts to remove Content from the Website within ten (10) business days after receipt of Client’s request but shall have no liability for failure to remove the Content.
6. VenueBear reserves the right to remove any Content from the Website that it determines, in its sole and absolute discretion, to be threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, discriminatory, pornographic or obscene, or promotes hate or incites violence, or is otherwise in violation of the terms of this agreement.

Representations and Warranties.

1. Client represents and warrants that it has full power and authority to execute and deliver this Agreement and to make Venue available to Users to use for single or multiday activities in various categories.
2. Client represents and warrants that the listing of Venue on VenueBear and any booking of the Venue with Users, will not breach any agreements Client has entered into with any third parties, and will comply with all applicable laws, tax requirements, and other rules and regulations (including, but not limited to, Client having obtained all required permits, licenses and registrations). Client is solely responsible for determining and complying with its obligations to report, collect, remit or include applicable taxes.
3. Client is solely responsible for all content that it makes available on or through the Website. Accordingly Client represents and warrants that (i) it is the sole and exclusive owner of all content that it makes available or has all rights, licenses and consents that are necessary to grant to VenueBear; and (ii) neither the content nor Client’s posting, or submission or transmittal of content or VenueBear’s use of the content will infringe, misappropriate or violate a third party’s patent, copyright, trade secrets, or other intellectual property rights, or result in the violation of any applicable law or regulation. Client will not post, upload, publish, submit, or transmit any content that (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar, or offensive; (iii) promotes discrimination, bigotry, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes illegal or harmful activities or substances.

Compensation.

1. Client agrees that it shall pay to VenueBear the fees according to the time frames and at the rates set forth in Exhibit “B”. Notwithstanding the foregoing, no fees will be due from Client to VenueBear for Services rendered during any time period prior to November 1, 2019.
2. Payments not received within thirty (30) days after date of invoice shall be subject to a late charge of 5% and interest charges of 1% per month until paid. If collection action is required, court costs and collection fees, including attorneys’ fees, will be added. In addition to any other rights or remedies that VenueBear may have at law or in equity, VenueBear may terminate this Agreement immediately and/or suspend performance of services hereunder in event of non-payment.
3. Client acknowledges that VenueBear uses the third-party service provider Square, Inc. and its affiliates (“Square”) to process transactions (including payment transactions). Client agrees to be bound by Square’s Terms and Conditions and consents to VenueBear sharing Client’s information with Square in order to complete any necessary transactions. VenueBear makes no representations or warranties, express or implied, regarding Square’s services.

Term; Termination.

1. The term of this Agreement shall be as set forth in Exhibit “B” (the “Term”), and thereafter shall automatically renew for consecutive periods of the same length as the Term unless and until terminated as set forth herein. In the event that this Agreement is executed prior to November 1, 2019, the initial term shall be extended to include the time period between the date of this Agreement and November 1, 2019; in such event, payment for the Term specified in Exhibit “B” shall become due on November 1, 2019.
2. VenueBear may terminate this Agreement at any time, with or without cause, and with or without notice, effective immediately.
3. Client may terminate this Agreement at the end of any Term or renewal thereof, upon thirty (30) days prior written notice, provided that all provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Damages; Limitation of Warranty.

1. VenueBear shall perform its work hereunder in a good and workmanlike manner.
2. EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS SECTION AND IN LIEU OF ALL OTHER WARRANTIES, VENUEBEAR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. IN NO EVENT SHALL VENUEBEAR BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF VENUEBEAR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF. VENUEBEAR’S LIABILITY TO CLIENT HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CLIENT TO VENUEBEAR HEREUNDER.
4. Client agrees to be responsible for and to relieve VenueBear from all liability by reason of any damage or injury to any person or property in the Venue, whether such injury or damage be caused by or result from the negligence of VenueBear.
5. Damages caused by the negligence of Client and its employees and agents, or by Users, are not within the scope of this agreement.
6. Client agrees to indemnify, hold harmless and defend VenueBear, against any and all claims, damages, lawsuits, expenses (including attorney’s fees) and other liabilities which result in any way from Client’s breach of this Agreement, or Client’s interaction with any User, including, but not limited to, their use of the Venue.

Miscellaneous.

1. VenueBear shall have the right to modify this Agreement at any time, which modification shall be effective immediately following VenueBear's posting of such change on its Website. Client’s use of the Services following such posting shall be deemed to constitute Client’s acceptance of such modification. This Agreement may not otherwise be changed or modified, except in a writing signed by an authorized representative of VenueBear.
2. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. No delay or failure by VenueBear to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
3. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to or application of choice of law rules or principles. Client expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts with jurisdiction over Chester County, Pennsylvania for any claim or action arising out of or relating to this Agreement or Client’s use of the Service.
4. Any disputes arising hereunder shall be submitted to arbitration in accordance with the then current rules of the American Arbitration Association before a single arbitrator whose decision shall be final and binding.
5. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to any cause beyond its reasonable control, then that party's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
6. Client may not assign any of his/her rights or obligations under this Agreement without VenueBear's express prior written consent. VenueBear may assign its rights or assign or delegate any of their obligations under this Agreement to the extent deemed necessary or desirable.
7. The waiver by VenueBear of a breach or a default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision.
8. Each provision of this Agreement shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.
9. All terms of this Agreement which by their nature extend beyond their termination shall remain in effect for as long as necessary to permit their full discharge and apply to each party's respective successors and permitted assigns.
10. If legal action is required to enforce the terms of this Agreement, VenueBear can collect reasonable attorneys fees and court costs.
11. The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms hereof.
12. All notice required to be given under this Agreement to VenueBear must be given in writing and delivered by US Mail, postage prepaid, or by commercial overnight delivery service, to: VenueBear, 555 Woodside Avenue, Berwyn, PA 19312.
13. Notice to client shall be via email to the email address identified by Client through registration for the Services. Client consents to receive electronic communications and agrees that all agreements, marketing comminucations, notices, disclosures and other communications that VenueBear provides to Client electronically via email satisfy any legal requirement that such communications be in writing.
14. This Agreement constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between Client and VenueBear concerning the subject matter hereof. Neither party hereto has relied on any statement, representation or promise of the other party or representative thereof in agreeing to this Agreement.
15. This Agreement and all ancillary documents may be executed and delivered by facsimile or other electronic signature by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. This Agreement becomes binding upon the signature or clickwrap of Client.

Exhibit “A” – Description of Venue

to be shared with appropriate parties at Venue Bear(VenueBear) managers’ discretion

Exhibit “B” – Fees and Term

to be shared with appropriate parties at Venue Bear(VenueBear) managers’ discretion

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