Citywide Spotlight

Event Services Agreement

Last Updated 30 Apr 2024

 

This Event Services Agreement (the “Agreement”) is by and between Citywide Spotlight, LLC, a Texas limited liability company (“Citywide”), the selected Host Location (“HL”), and the client desiring to schedule and use HL’s facilities and services (the “Client”) and is effective as of the date accepted by both HL and Client (the “Effective Date”). Each of the above is a “party” and, collectively, all are the “parties”. 

 

The Services

Citywide owns and operates the website, citywidespotlight.com (the “Site”), which, among other things, promotes the products and services of various third-parties, including HL’s facilities, amenities, and related services  as more specifically described on the specific page(s) of Citywide website describing HL’s facilities, amenities and related services (the “HL Page”), which is incorporated by reference as if restated in full herein. 

 

By executing an order form (an “Order”) via the Site, Client hereby engages HL to perform the Services listed on the HL Page (collectively, the “Services” or the “Event Services”), and hereby agrees to the terms of those Services as listed on the HL Page and and/or links contained therein and the terms of this Agreement.

 

The Order is deemed accepted once the booking is confirmed in writing by HL.  If not confirmed by HL within seven days, the Order will be deemed void and the Client entitled to a full refund. Confirmed Orders may be modified my mutual written agreement of the parties at any time during the Term of this Agreement, and the Event Services Fee shall be modified accordingly.

 

EVENT SERVICES FEE

In consideration for access to the Services, the HL, and membership in Citywide, Client agrees to pay the Event Services Fee listed in the Signature Block below (the “Event Services Fee”) to Citywide.  The entire Event Services Fee is due at the time Client submits an Order.  Client is not to ever pay any Event Services Fee, or any other fees to HL, directly.

 

PAYMENT

Concurrently with the submission of the Order, Client will provide Client’s credit card or bank account (the “Account”) information for the payment of Event Services Fees. Citywide will debit or charge Client’s Account at the time the Order is submitted via the Site.

 

All payments will be made by: (1) automatic debit from Client’s checking or savings account, or (2) via credit card automatic payment.  If Client makes payment via credit card, the member agrees to a 3% additional credit card convenience fee. 

 

If payment is refused for any reason, Citywide will contact Client via email and/or phone.   Failure to resolve the Account issue or provide alternative/new account information and make payment within three (3) days after Citywide contacts Client will result in immediate termination of the Order and any Services.

 

Client further agrees to pay all credit card invoices in accordance with their credit card agreements, and not to challenge or otherwise oppose Citywide charges against such card.  Any disputed, chargeback or similar or canceled payments will automatically terminate any Order and the Services.

 

REFUNDS

Citywide will only pay refunds as provided below:

• Order is rejected by HL within 24 hours – 100% Refund to Client.

• HL Cancels an Order – 100% Refund to Client.

• Client Cancels Order more than 60 days prior to the event date – 80% Refund to Client.

• Client Cancels Order between 15 and 60 days prior to the event date – 50% Refund to Client.

• Client Cancels Order Less than 15 days prior to the event date or on event date – No Refund to Client.

 

Refunds are only of payments actually made, and will be made to the same account which was originally charges, unless Client and Citywide mutually agree otherwise.

 

DESIGNEES

For purposes of this Agreement, “Client” and “Client” shall mean any person executing the Order, plus all persons designated by such person as its Designee(s), unless specified otherwise.   “Designee” shall mean all individuals that Client has designated to receive the Event Services provided herein, including Client and all guests of Client. For purposes of this Agreement, all references to Client shall include all of Client’s Designees.

 

DISCLAIMER & LIMIT OF LIABILITY.

Client acknowledge that Client are participating in or using the Services at Client’s own free will and decision, and that neither Citywide nor HL has any liability with respect to: (a.) Client’s access, participation or use of the Services (or lack thereof); (b.) Any loss of data, information, or privacy resulting from such participation or use; (c.) Any damage, theft or loss of Client’s equipment, personal effects, or any other property; (d.) Any injury to Client, or (e) business interruption or any access to HL or the Services.

 

RELATIONSHIP BETWEEN THE PARTIES

Client understands and agrees that Citywide is not related to or affiliates with HL, and that Citywide is only providing marketing and booking and payment services and does not provide Event Services. All contracted Event Services are provided by HL, and Citywide has no responsibility or obligation with respect to such Event Services.

 

Client acknowledges that these Terms prevent Client from bringing a claim or lawsuit against Citywide in connection with the Services. In the event that Client breach the contract and bring a claim or lawsuit, Client shall be liable for any attorney’s fees and costs incurred by Citywide or its respective agents in connection with the defense of such a claim or lawsuit.

 

ISSUES & INQUIRIES

Client will direct all issues and questions related to this Agreement, billing and payment to Citywide, and not to HL.  Client will direct all issues and questions related to the Services and/or use of HL to the HL, and not to Citywide.

 

TERM & TERMINATION

The term shall begin on the Effective Date and shall continue through the event date listed in the Order, unless terminated as provided herein (the “Term”).  This Agreement may be terminated by any party upon written notice to the other parties. 

Termination of this Agreement for any reason shall not obviate Client’s obligation to pay any Event Services Fees or other charges incurred prior to the date of termination.

 

Unlawful or Prohibited Use:

Client may not use the Services or HL for any purpose that is unlawful, prohibited by the Rules or this Agreement, or is otherwise inappropriate. Client may not use the Services in such a manner that would interfere or overload any Citywide server or equipment. Client may not interfere with any other party’s use and enjoyment of any Services or of the HL. Client may not attempt to gain unauthorized access to the HL, restricted areas of the HL, nor any Services or computer systems, except as provided herein. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available by the HL or Citywide.

 

Client agrees that Client will not:

a. Restrict or inhibit any other user from using and enjoying the Services;

b. Use the Services in connection with any large‐scale unsolicited messaging, including spamming, chain letters, and unsolicited text messages;

c. Use the Services in connection with any form of contest, gambling, or betting;

d. Abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;

e. Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful communication;

f. Upload, download, share, or view files that Client know, or reasonably should know, cannot be legally distributed without violating intellectual property laws;

g. Open or download files that Client know, or reasonably should know, contain viruses or other harmful characteristics which may damage the operation of the computers or property of others;

h. Violate any code of conduct or other guidelines which may be applicable for any particular service (for example: fire code, ISP agreement, and etc.);

i. Collect information about others, including email addresses, client information, and financial information, without the authorization or consent of the disclosing party;

j. Create a false identity for purposes of misleading others.

 

CLIENT LIABILITY FOR DAMAGES

Client (including, if applicable, a Designee) is financially responsible for any damage caused by Client or any guest of Client to HL premises, equipment and/or property, and agrees to pay any such charges when invoiced by HL.  Although Citywide will reasonably cooperate with HL and Client in such instances, all issues related to damages will be resolved directly between HL and Client.

 

Warranty Disclaimer

To the maximum extent permitted by law, HL provides the Services “as is,” with all faults and flaws. Citywide and HL hereby disclaims all warranties and conditions, whether express, implied, or statutory, including but not limited to any warranties or duties related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort, and lack of negligence. There is no warranty, duty, or condition of: title, quiet enjoyment, quiet possession, correspondence to description, or non‐infringement. The entire risk as to the quality or use of the Services remains with Client.  Moreover, HL and Client agree and acknowledge that Citywide has no control over the HL space nor the Services, and as such has no liability to HL, Client or any party in connection with the HL nor the Services.

 

Waiver of Liability

HL and Client agree and acknowledge that Citywide has no control over the HL space nor the Services, and as such has no liability to HL, Client or any party in connection with the HL nor the Services. Therefore, to the maximum extent permitted by law, Citywide and all its officers, owners, agents, members, employees, representatives, successors, and assigns hereby waive any liability for:

a. Any direct, special, incidental, indirect, punitive, consequential, or other damages arising under state, federal, or international law;

b. Any damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including good faith or reasonable care), or negligence;

c. Any damages for breach of contract, estoppel, misrepresentation, or non‐disclosure;

d. Any damages for failure to provide reasonable accommodation, bailment, strict liability, breach of warranty, or landlord‐tenant disputes;

e. Any damages for errors, omissions, willful misconduct, and fraud;

f. Any other pecuniary or other loss whatsoever, whether or not Citywide has been advised of the possibility of such damages.

 

Without limiting the above, in no event will Citywide be liable to Client or any person or entity with respect to Client’s use, access, or lack of access to HL or the Services, or any damage, error, act or omission by HL or Client. 

 

Limitation of Liability and Remedies

Notwithstanding any damages which Client or any party may incur for any reason whatsoever, the entire liability of HL and Citywide and their respective owners, agents, directors, members, employees, representatives, successors, and assigns shall be limited to the actual damages or the total Event Services Fee, whichever is less.

 

Indemnification

Client release and agree to indemnify, defend, and save harmless Citywide and HL and their respective owners, directors, officers, agents, members, employees, representatives, successors, and assigns from all claims, liabilities, losses, damages, costs, expenses, judgments, fines, and penalties associated with the Event Services.

 

Insurance

Client acknowledges that neither HL’s nor Citywide’s insurance coverage is intended to cover or indemnify Clients, guests, or any other users of the Services. HL and each Client is encouraged to obtain insurance for its own property and liability.

 

ADDITIONAL DOCUMENTS/AGREEMENTS

Client agrees to execute any and all other agreements and consents as may be needed by Citywide and/or HL to provide the Services.

 

CITYWIDE IP

“Citywide Spotlight”, and all Citywide trademarks, designs, brands, names, domain names, web sites, articles, posts, designs, programs and slogans, program materials and other copyrighted works, confidential and proprietary information and trade secrets, methods and industrial designs, and all other intellectual property used by or at Citywide (collectively the “Citywide IP”) are the exclusive property of Citywide and its licensors.    Clients and HL are granted a revocable license to use Citywide IP in connection with the Services, subject to these Rules and any and all other rules, policies and requirements of Citywide.  No other use, copying, or creation of derivative works is permitted absent prior written consent from Citywide.

 

COMPLETE AGREEMENT & AMENDMENT

This Agreement, together with the Order, and all documents and schedules referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements. This Agreement may be amended only by a writing signed by the parties.  

 

CHOICE OF LAW AND VENUE

Any dispute arising in connection with this Agreement or the Services shall be determined in accordance with the laws of the State of Texas exclusively by a court of competent jurisdiction located in Dallas County, Texas.

 

NOTICES AND CONTACT INFORMATION

Each of the parties consents to be contacted at the email address provided to the parties, and that an email sent to that address constitutes written notice, unless and until a party provides the other parties with updated contact information.

 

AUTHORITY & EFFECT OF AGREEMENT

This Agreement is intended to benefit and be binding upon the parties, and their agents, employees, officers, directors, attorneys, legal representatives, beneficiaries, estates, predecessors, successors, parent corporations, subsidiaries, shareholders, branches, and assigns. It does not benefit any third parties.  This Agreement for the Services is not assignable or transferable by Client or HL, and may not be assigned, transferred or otherwise delegated to a third party, in whole or in part, absent prior written approval from Citywide.  Citywide may transfer or assign any obligations and rights under this Agreement to a third party and shall provide written notice to HL and Client of any such transfer or assignment.  If any provision of this Agreement is held to be unenforceable, this Agreement will be considered divisible and such provision will be deemed inoperative to the extent it is deemed unenforceable, and in all other respects, this Agreement will remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision will be deemed to be so limited and will be enforceable to the maximum extent permitted by applicable law.   The failure of any party to enforce any rights granted hereunder or to take action against another party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.