Event Marketing Solutions Annex

Demand Science US, LLC (“Demand Science”) offers our Event Marketing Solutions service, whereby Demand Science curates and secures experiences at events for our clients, executes a registration campaign for attendance at such events, and fulfills all event logistics in accordance with the attached Exhibit A, Statement of Work, collectively referred to as “Event Marketing Solutions” herein.  This Annex (the “Agreement”) provides specific terms and conditions for access to and use of the Demand Science Event Marketing Solutions service.  The terms “you” and “your” as used herein refer to you and your employer. The terms “we” or “us” as used herein refer to Demand Science.

Use of the Event Marketing Solutions service is subject to the standard Terms and Conditions, or any other negotiated standard terms between Customer and Demand Science, referred to as “Provider” in the Terms and Conditions (the “Master Terms”).  To the extent any terms contained in this Agreement differ from the Master Terms, the terms in this Agreement shall control with respect to the Event Marketing Solutions service. For further clarification, supplemental terms in this Agreement shall supplement, but not replace or override any terms in the Master Terms. Customer agrees that it is responsible to ensure that its customers, end users and clients (“Customer End Users”) comply with all obligations and restrictions contained in this Agreement.

By signing an applicable Order, or by making payment and utilizing the Event Marketing Solutions service, Customer agrees to the terms contained in this Agreement.

1. Privacy

We maintain a Privacy Policy that describes how we collect, use, share, store, and otherwise process personal data that is submitted to us or that we otherwise obtain or collect through the Event Marketing Solutions service and through other means.  Our Privacy Policy is available at: Privacy Policy – DemandScience.  By placing an Order for the Demand Science Event Marketing Solutions service, you acknowledge and agree to be bound by the provisions of the Demand Science Privacy Policy.  Without limiting the provisions of the Demand Science Privacy Policy, you acknowledge and agree that Demand Science may share your personally identifiable information, including, without limitation, your name, address and email address with the third-party organizers and providers of the events you attend, and they may use your information in accordance with their own privacy policies.

2. Transaction Details; Revocable License

Demand Science is not obligated to provide you with the Event Marketing Solutions services until Demand Science receives full and timely payment of the total amount due for the Service, as reflected in the Order. Demand Science is not responsible for lost, stolen, or destroyed tickets provided for the Event Marketing Solutions services. Before making a purchase of the Event Marketing Solutions service, carefully review your selections, including any information relating to the event or other elements of the service, as any changes you may request to the service after the service is ordered will be made, subject to availability, in Demand Science’s sole and absolute discretion and may result in additional fees or costs.

Each Event Marketing Solutions service is offered as a fully revocable license. Demand Science reserves the right, without any refund of amounts paid for the service to refuse admission to or to eject you or any other person from any event and/or to withdraw or refuse to provide services to you or any other person if such person (i) fails to comply with the terms of this Agreement, or any other terms, conditions, policies or procedures applicable to your purchase and the event, including the rules, policies and procedures of any third-party organizer or provider; (ii) fails to comply with any applicable local, state or federal statute, law, rule, regulation, ordinance or order (“Applicable Law”), in whole or in part; and/or (iii) engages in conduct deemed by us or any applicable third-party organizer or provider to be disorderly, annoying, illegal, vulgar, abusive, threatening, uncomfortable, aggressive, or out of compliance with the terms of this Agreement or the applicable third-party provider’s terms, conditions, rules or policies.

3. Non-Cancellable Order

Unless otherwise agreed upon in writing, purchase of the Demand Science Event Marketing Solutions service are final, non-transferable, non-resaleable, non-refundable, non-exchangeable and non-redeemable for cash.   If you fail to make a payment for any reason, Demand Science may void or cancel your purchase of the Event Marketing Solutions service and you will not receive a refund of any amounts previously paid. 

4. Canceled, Postponed or Relocated Events

The location, date and time of the event and any other elements of your purchase of the Event Marketing Solutions service are subject to change for any reason, including, but not limited to, cancellation, postponement or relocation by Demand Science or the third-party organizer or provider responsible for the staging or hosting of the event (collectively, the “Providers”), respectively, in each of their sole discretion, and no such change shall entitle you to a refund or any other remedy if you cannot attend for any reason due to such change, unless otherwise agreed to in writing by Demand Science. Without limiting the foregoing, any element of your purchase may be canceled, postponed, delayed, altered, relocated or rescheduled at any time, with or without notice, in a Provider’s sole discretion.

In addition, no Provider will be liable to you or any other person because of any delay or failure to provide such person with any element of your purchase or to otherwise perform its obligations hereunder if such delay or failure is caused by actions or events beyond the reasonably foreseeable control of such Provider, including, without limitation, force majeure; strike; lockouts; labor disputes; floods; civil commotion; riot; war; acts of terrorism; acts of God; rules, laws, orders, restrictions, embargoes, quotas or actions of any government, foreign or domestic or any agency or subdivision thereof; casualties; fires, or accidents. Any delay or failure of Demand Science or any other Provider to provide the Event Marketing Solutions service that is caused by a Force Majeure event shall not constitute a breach of this Agreement or grounds for your cancellation, revocation, suspension or termination of the Order or this Agreement.

Your purchase of the Event Marketing Solutions service is a “rain or shine” final purchase.  If an event is canceled, postponed, delayed, altered, relocated or rescheduled, Demand Science will not refund incidental expenses that you may have incurred as a result of your plans to attend the event, including, but not limited to, transportation expenses, hotel reservations, or rental car costs. We are not responsible for the actions of any other Providers when an event is canceled. If an event is postponed or rescheduled, please retain your ticket. In most cases, elements of your original purchase, including any tickets, will be honored for the new event date and new tickets will not be issued. Refunds or exchanges will not be made for postponed, relocated or rescheduled events, and you shall only be entitled to attend the relocated or rescheduled event. It is your responsibility to verify information regarding relocated or rescheduled event locations, dates and times prior to attending a relocated or rescheduled event. Schedules, performers, participants, teams, production elements, amenities, and all other aspects of the event and/or your purchase of the Event Marketing Solutions service are subject to change without notice and without grounds for refund. If an event is canceled for any reason other than a Force Majeure event, refunds for tickets and any other elements of your purchase will be made at the sole discretion of Demand Science and the applicable third-party provider, or as otherwise required in accordance with Applicable Law. If we issue you a refund for your purchase of the Event Marketing Solutions service due to a canceled Event, we will issue a refund of the face value of the tickets and such refund will be limited only to the portion or elements of your purchase that were unable to be utilized due to such cancellation. In no event will delivery charges or any other amounts be refunded.

5. Fees, Invoicing and Payment 

Unless expressly stated on an applicable Order, all amounts payable for purchase of the Demand Science Event Marketing Solutions service are due at the time of purchase.  The price of your purchase may include costs in addition to those payable for tickets to the applicable event, including costs related to other elements of the purchase.  As a result, prices listed may be higher than the original face value price reflected on the ticket. 

Enhancements require a deposit of 100% of the estimated cost of the enhancement(s) at time of purchase. The final invoice will include the remainder of any enhancement(s) cost as well as a 30% management fee.

Invoicing and payment terms shall be as specified in the applicable Order. Payment is non-refundable and non-cancellable. All fees are exclusive of any taxes.  You are responsible and liable for any applicable taxes in connection with your purchase.

6.  Customer Representations and Warranties, Assumption of Risk and Release of Liability

You hereby represent and warrant that: (a) you will not violate any Applicable Law at or in connection with the applicable event or regarding any element of your purchase of the Event Marketing Solutions service; (b) you shall at all times be in compliance with any and all terms, conditions, policies and rules (including any protocols and safety procedures) set forth by any applicable organizer or third-party provider of the event; and (c) you have obtained any and all passports, visas, proof of vaccinations, health information and/or other permission necessary in connection with your travel to and attendance at the applicable event and any other elements of your purchase of the Event Marketing Solutions service.   You acknowledge and agree that by attending an event, you may be engaging in activities that may involve risk of serious injury, including permanent disability and death. These risks include, without limitation, those caused by or in connection with: (a) the actions, inactions or negligence of a third party, and participants, volunteers, performers, guests and spectators at the event; (b) conditions of any premises or equipment used in connection with the event; (c) temperature and/or weather conditions; (d) condition of other participants or guests; (e) vehicular traffic; (f) offensive language or other vulgar or obscene material or actions; and (g) other risks that are not known or foreseeable at this time.

You acknowledge that attending and participating in the event is completely voluntary and that you understand the nature of the Event. You agree that you have carefully considered the risks inherent in any activities that you choose to take part in and that you have taken reasonable precautions before attending or participating in an event that is related to the Demand Science Event Marketing Solutions service. To the maximum extent permitted by law, you agree that you knowingly and voluntarily assume the risks associated with attending and participating in any such event.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU (AND ANYONE ELSE WHO MIGHT HAVE THE LEGAL STANDING TO MAKE A CLAIM ON YOUR BEHALF) HEREBY RELEASE, WAIVE, AND DISCHARGE DEMAND SCIENCE, OUR AFFILIATES, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS, FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, OR EXPENSES (“CLAIMS”) THAT YOU MAY HAVE NOW OR IN THE FUTURE ASSOCIATED IN ANY WAY WITH THE EVENT, PHOTOS AND RECORDINGS, AND/OR FEEDBACK. 

7. Warranty Disclaimer

ALL PRODUCTS, GOODS AND SERVICES PROVIDED TO YOU IN CONNECTION WITH YOUR PURCHASE OF THE DEMAND SCIENCE EVENT MARKETING SOLUTIONS SERVICE ARE PROVIDED “AS IS”, AND DEMAND SCIENCE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OF PURPOSE, TITLE, NON-INFRINGEMENT, OR SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OR TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, IN EACH CASE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. FURTHER PROVIDED, DEMAND SCIENCE MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE CONDITION OF ANY VENUE WHERE AN EVENT TAKE PLACE, OR SUCH VENUE’S SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE, AND YOU ACCEPT THE CONDITION OF ANY SUCH VENUE “AS IS.”

8. No Resale

The Demand Science Event Marketing Solutions service is non-resaleable. Any attempted resale of your purchase (or any portion or element thereof) in violation of this Agreement or Applicable Law will result in the automatic cancellation and invalidation of your purchase and a revocation of any license granted to you in connection therewith.

9. Publicity Release

By using the Demand Science Event Marketing Solutions service, you (on behalf of yourself and your guests and invitees) hereby irrevocably grant to Demand Science the right to film and otherwise record you and use your name, image and likeness in any and all media for any purpose, including, without limitation, advertising and promotional purposes, and you hereby release Demand Science from any liability with respect thereto. Except as expressly authorized by Demand Science or a third party authorized by Demand Science, you acknowledge and agree (on behalf of yourself and your guests and invitees) that you and they may not film, photograph, broadcast, stream, publish, transmit, and/or otherwise offer to the public (or assist any third party in offering to the public), on a live or on a delayed basis, in whole or in part, and whether on a free basis or subject to payment, any sound recording, photograph, video footage, motion picture, film, and/or other audio and/or visual content captured by any means whatsoever of an Event and/or in or around an Event site.

10. Suspension of Account and Termination

Demand Science may suspend Customer’s access to the Event Marketing Solutions service if Customer breaches Section 1, 5, 6, or 8 of this Agreement, or if Customer’s account is thirty (30) days or more overdue.

When practicable, Demand Science will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).  For any Customer account that has been suspended as per this Section 10 of the Agreement, Customer shall not be eligible for a refund of any payments made as of the date of suspension, regardless of the payments made to date.

In addition to the rights to suspension provided above, Demand Science may discontinue the Event Marketing Solutions service, in whole or in part at any time, without notice, for any reason and without any obligation to you or any third party.

Any provisions which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Demand Science.

11. Limitation of Liability

OUR MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS, THE EVENT MARKETING SOLUTIONS SERVICES EVENT, WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE FEES PAID BY YOU TO DEMAND SCIENCE UNDER THIS AGREEMENT. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification

You agree to indemnify and hold Demand Science, our affiliates, partners, directors, officers, employees, contractors, representatives, agents, successors, and assigns harmless, including costs, liabilities and legal fees, from any Claims made by any third party due to, related to, or connected with your attendance or conduct at any Demand Science Event Marketing Solutions event or any related event.

Event Marketing Solutions Annex

EXHIBIT A

Statement of Work

1. Curate and secure mutually agreed upon event.
   1. Collaborate with Customer on best practices
      1. Development of ICP heat map + event strategy
   2. Develop target event options
      1. Based on heat map analysis, curation of targeted events
   3. Contract on behalf of the brand with the host property
2. Execute registration campaign for mutually agreed upon number of guest tickets.
   1. Creation of promotional page and emails to drive traffic and register
   2. Development of data set for targeting
   3. Utilization of suppression lists or Customer provided data, as appropriate
   4. Management of inbound registrations in tandem with Customer
      1. Demand Science will auto-approve registrations unless Customer chooses to manually approval each registration. If Customer chooses to manually approve, responses must be received within 48 hours or registrations will be auto-approved.
      2. Confirmation of attendee approval process with CustomerSending confirmation emails, as appropriate
      3. Sending waitlist emails, as appropriate. Demand Science reserves the right to move registrants from the waitlist starting 14 days before the event.
3. Fulfillment of all event logistics, such as:
   1. Regular Customer communication to ensure deliverables are met
      1. This is facilitated via a kick off/onboarding call and then bi-weekly (or as needed) calls with the Customer
   2. Full project plan development and management of contracted event logistics as listed above in package elements
      1. Iteration with Customer to ensure they have all the proper tickets, parking passes, and all property contracted elements are fulfilled
   3. Guest registration emails
      1. Calendar invites
      2. 2 week out email with FAQs/itinerary/what to expect
      3. Week of email with FAQs/itinerary/what to expect
         1. Typically these will include normal guest policies as well as sharing the Customer’s host contact information
   4. Menu selection
   5. Ticket distribution
   6. Post-event survey to attendees
   7. Post-event recap with Customer
   8. On call digital concierge services from campaign launch through post-event survey
      1. Ticketing issues
      2. Day of issues
      3. Etc.

Enhancements

Beyond the standard event packages and menus (if applicable) provided at each event, Customer will be responsible for any upgrades to food and beverage, décor, branding, gifting, as well as any transportation needs. However, one of more of the following can be “Experience Enhancements” that the customer may add to the Order at additional cost (to include a 30% management fee):

• Gifting
• Airfare management
• Transportation management
• Hotel management
• On-site concierge
• Photographer/Videographer