These Terms of Agreement (“Agreement”) sets forth the terms and conditions under which vFairs, LLC (“vFairs”), with an address of 539 W. Commerce St, #2190, Dallas, TX 75208, will provide access to the client (“Client”) for Virtual Event(s). The Client and vFairs will individually be referred to as the “Party” and together as the “Parties”. 1. Definitions “Charges” means the fee payable for the provision of the Services and any other fees payable, as further defined in an Order referencing this Agreement. “Client Branding” means the Client’s corporate branding, such as trademarks or names or logos. “Effective Date” means the date of an Order referencing this Agreement. “Intellectual Property” means all copyrights, patents, registered and unregistered design rights, trademarks and service marks and applications for any of these, together with trade secrets and other intellectual property rights in all parts of the world. “Services” or “Virtual Fairs” means vFairs’ virtual event platform (vFairs.com) designed to help exhibitors interact with visitors in an online event platform environment, and is further defined in Schedule 1 of this Agreement. Term means 12 months from the Effective Date of this Agreement. 2. Term & Termination 2.1 This Agreement will be in effect during the Term. 2.2 This Agreement will automatically renew for additional one (1) year periods (each a “Renewal Term”) unless both Parties agree in writing thirty (30) days prior to the end of the Term or the Renewal Term, as applicable. 2.3 This Agreement may be terminated by: 2.3.1 Either Party on written notice to the other if: (a) the other commits a material breach of this Agreement, provided that the defaulting party shall have failed to remedy such breach within 10 days of receiving written notice specifying the breach; or (b) the other is adjudicated bankrupt, enters into liquidation or any arrangement or composition with or assignment for the benefit of its creditors or if a trustee or a receiver or administrator or administrative receiver or receiver and manager is appointed against the whole or any part of its assets or business; 2.3.2 either Party on not less than thirty (30) days written notice to the other Party, but not taking effect until, the expiry of the initial Term or any Renewal Terms. 3. Services 3.1 The Services, as further described in Schedule 1, will be provided during the Term period after the receipt of all Charges by vFairs. Any changes to the Services after the Effective Date must be mutually agreed upon by the Parties and incorporated into Schedule 1. 3.2 The Services will be maintained for a single event organized by the Client, unless the Parties agree otherwise and Charges are amended accordingly. 4. Charges 4.1 All Charges for the Services will be paid by the Client immediately upon the issuance of an invoice by vFairs. All Charges paid by the Client are non-refundable. 4.2 Any additional Charges agreed upon by the Parties after the Effective Date will be invoiced separately. vFairs fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with the purchases hereunder. If vFairs has the legal obligation to pay or collect Taxes for which Client is responsible, vFairs will invoice Client and Client will pay that amount unless Client provides vFairs with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, vFairs is solely responsible for taxes assessable against vFairs based on vFairs income, property and employees. The below state taxes are applicable to the United States and Canada: US State Tax Rate Texas 8.19% Pennsylvania 6% Additional 1% Alleghany County and 2% Philadelphia Tennessee 9.47% Massachusetts 6.25% Arizona 8.37% Ohio 7.17% South Carolina 7.43% Hawaii 4.41% Maryland 6% District of Columbia 6% New Mexico 7.82% New York 8.875% Connecticut 6.35% Chicago, Illinois 9% Utah 6.94% Washington 9.17% West Virginia 6.52% Canada state Tax rate Alberta, British Columbia, Manitoba, Northwest Territories, Nunavut, Quebec, Saskatchewan, and Yukon 5% GST Ontario 13% HST New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island 15% HST 5. Client Branding & Client Information 5.1 The Client warrants that it is the owner or authorized user of all Intellectual Property rights and all other rights in the Client Branding. The Client agrees that for the purpose of customizing the Services, vFairs may incorporate Client Branding according to the Client’s instructions. 5.2 The Client acknowledges and agrees that it is responsible for any information it provides for use in the Services, and any use that it may make of such information for any purpose, and that vFairs will have no responsibility for the use of such information. 5.3 The Services shall remain branded as the Client’s site and shall be described at the bottom of the page with a “Powered by vFairs.com”. 5.4 Client further acknowledges that vFairs has the right to identify Client as its customer on its marketing site, social media accounts, and sales collateral. 6. Intellectual Property Rights 6.1 vFairs reserves all rights in its Intellectual Property and no rights or obligations other than those expressly granted are to be implied from this Agreement. In particular, no license or rights are granted directly or indirectly by vFairs to the Client in relation with its Intellectual Property including, without being limited to, any proprietary technology, database, trade name, trade secrets, trademark and logo, copyright, software or any other proprietary rights that are held or owned and/or could be held or obtained by vFairs after the Effective Date. The Client shall have no rights therein and shall not be entitled to assert any rights, title, or interest in respect thereof. 6.2 The Client acknowledges that vFairs is the exclusive owner of “vFairs” and all designs and logos displayed in the Services or printed, electronically generated or identified in any other form and used by vFairs to create, design and maintain the Services. 6.3 vFairs acknowledges that the Client is the exclusive owner of their company name and brand name and all Intellectual Property rights therein. 7. Warranties vFairs will provide the Services using reasonable skill and care in accordance with the terms of this Agreement. Each Party represents and warrants to the other that it has obtained, where required by law or regulatory authority, all registrations, permits, licenses and approvals necessary in any relevant country for it to perform its obligations hereunder, or alternatively, that it is exempt from obtaining them. Each Party further warrants and undertakes to the other that in performing its obligations under the terms of this Agreement it will comply with all applicable laws and regulations. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND VFAIRS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. 8. Limitation of Liability IN NO EVENT SHALL VFAIRS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CLIENT FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL VFAIRS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 9. Indemnification To the extent permitted by the law, either Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party (“Indemnified Party”) from and against any claims, damages, and expenses directly arising from or relating to the Indemnifying Party’s obligations under this Agreement, including loss of data, provided that any such loss, damage or claim is not attributable in whole or in part to the negligence, willful misconduct or bad faith of the Indemnified Party, its officers, directors, employees or agents. 10. Miscellaneous This Agreement constitutes the entire agreement between the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement. Each of the Parties acknowledges that in entering into this Agreement, it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this Agreement (whether negligently or innocently made), except for any representation made fraudulently. All Schedules and Orders constitute an integral part of this Agreement. In case of inconsistency between the Schedules and the terms of this Agreement, the terms of this Agreement shall prevail. No variation of these terms and conditions will be valid unless confirmed in writing by authorized signatories of both Parties on or after the Effective Date of this Agreement. This Agreement and the relationship between the Parties shall be governed by, and construed in accordance with the laws of the state of Delaware, without regard to the conflict of laws provisions of any state or jurisdiction. Any action arising out of, or related to, this Agreement shall be brought in the state or federal courts located in New York each party hereby submits to the exclusive jurisdiction of such courts. Client may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of vFairs. Any assignment or transfer in violation of this paragraph shall be null and void. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. vFairs shall not be liable to Client for any delay or failure of vFairs to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of vFairs. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Client in providing required resources or support or performing any other requirements hereunder. Schedule 1: Description of Services Depending on the services you selected in the signed Agreement, you will have access to the services listed below. Core Event Management: Event Marketing, Registration and Ticketing Landing Page Builder Registration Form Builder Email Campaign Registration & Attendees Reporting and Dashboards Ticketing Packages/Tiers for Paid/Free Events UTM Links Promo Codes 2-Factor Authentication Cloud Storage – Unlimited Virtual Events: Standard Designs https://designs.vfairs.com Exterior Lobby, Interior Lobby, Exhibition Hall, Auditorium, Lounge, Help Desk, Standard Avatars and 2d and 3d Designs. Exhibition Hall Aerial and Horizontal Designs 2d and 3d designs Booths Content Links (i-e about, chat timings, social media handles etc) Unlimited Videos & Unlimited Docs One to One Text, Audio and Video Chat Chat Queue Functionality Book a Meeting – Chat Reservation, Functionality Jobs and Resume/CV Module (Job/Career Fairs) and Products & E-commerce functionality (if applicable). Webinar/Sessions Webinar Sessions (up to 500 attendees per webinar) – 1 license Ability to breakout sessions as needed for engaged discussion or team-building activities Ability to offer live Q&A, polls, and quizzes Ability to integrate with Slido and Kahoot Ability to integrate with Zoom, Sequel, Vimeo, YouTube Ability to choose from live, semi-live, and pre-recorded options All webinar content available on demand Ability to create personalized webinar agendas Enable support for multiple languages Track webinar performance with analytics Core Engagement Tools (Virtual Events): Leaderboard Scavenger Hunt Photo booth Survey & Polls Certification Feature (if applicable). Networking: Chatrooms, 1:1 Private Chat (video, audio, text), Group Chat, Event Feed, Attendee Search, Attendee to Attendee Appointment, Scheduling, Attendee/Exhibitor/Speaker Appointment Scheduling, Roundtable etc Event Intelligence: Reporting Dashboard, Registration Analytics, Attendee Analytics, Webinar Analytics, Exhibitors Analytics, Networking Analytics, Engagement Analytics, Custom Backend Reports and Custom PDF Reports. Integrations: Zapier Integrations CRM Integrations (e.g Salesforce, Hubspot, Pipedrive etc) Martech Integrations (e.g Eloqua, Marketo, Mailchimp etc) Single Sign-on (SSO) for Organizers vFairs Mobile App: Agenda Builder Auditorium & Sessions Listings Exhibition Hall & Booths Speaker Hub Meeting/Appointment Scheduler Event Live Feed Networking (Text, Audio, Video Chat) Polls, Quizzes & Surveys Event Check-in & Sessions Check in QR code and Lead Capture Leaderboard & Scavenger Hunt Detailed Reporting. vFairs Badge Printing App: Custom Badge Templates Custom Branding options (logo, colors, fonts) Populate badges with custom information (name, company, job title etc) Display additional user information Unique QR codes for each badge to facilitate networking and lead capture Sponsorship Opportunities in the Badges Pre-Print for Peace Of Mind Pre-printing in bulk capability Ability to print badge by Name or QR code Use your iPad/Tablet or Smart Phone as a Check-In Kiosk for Badge Printing Enable Attendee Self Check-in Real Time Reporting Custom Branded Mobile App: All functionalities of vFairs Mobile with white label offering (if applicable) Languages: One Language (i-e English default). Extra languages can be purchased if applicable Professional Services: Structured Onboarding Plan Manuals (Attendees, Exhibitors, Speakers) Training (Event Organizer) SLA and Response Time: 24/7 LIVE Chat Support Email First Response Time SLA – 1 h, Severity 1: First Response Time – 30 mins Monthly Uptime – 99.95% Uptime SLA credit – Highest High Priority Support Schedule 2: Service Level Agreement For full details of our SLA, please refer to our link here:https://www.vfairs.com/service-level-agreement/
