Effective Date: Mar 29, 2022
WHEREAS, Marco provides a marketplace platform that allows experience providers to offer to sell and sell, and users to purchase virtual and/or in-person events and experiences (the “Marketplace”).
WHEREAS, in connection with the Marketplace, Marco provides its customers a membership services opportunity (the “Membership Services”) to optimize the Marketplace and create bespoke and customized team culture building experiences as further defined below.
WHEREAS, the parties wish for Marco to provide the Membership Services to Customer and to grant a limited license for Customer to use the Marketplace, subject to the terms and conditions of this Agreement, including the Marketplace Terms and Conditions which may be modified at Marco’s sole discretion.
NOW, THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties further agree as follows:
Through the Membership, Marco will ensure the facilitation of each Customer experience, including host confirmation, communications and operational success. As a Marco Member, Customer shall have access to the following experiences (collectively, the “Experiences”):
B. Account Management
The Marco Membership shall include a dedicated account manager that will serve as your culture partner (the “Culture Partner”) who will be responsible for (i) onboarding and identifying culture program objectives, (ii) organizing monthly program reviews, (iii) assisting with measuring culture program success (as defined by both the Customer and the Culture Partner), (iv) providing dedicated support as part of Membership Services, and (v) delivering cultural recommendations and insights throughout the Term (as reflected in your Membership Agreement).
C. Data and Insights
Marco shall collect data and insights about the attendee's experience and share the collected data with the Customer account administrator on a quarterly basis (every ninety (90) days throughout the Term). The Culture Partner and Customer account administrator shall work together to review the data to improve events and leverage success stories.
TERMS AND CONDITIONS
A. Website and Marketplace Terms and Conditions
B. Term and Renewal
Renewal for another twelve (12) month term will automatically take effect (the “Renewal Term” or Renewal Terms”, collectively the “Term”), unless either party gives written notice to the other at least thirty (30) days before the expiration of the initial twelve month period.
Notwithstanding the above, in the event of either party defaulting on its obligations provided in this Agreement, the non-defaulting party may request early termination of this agreement for cause by providing the defaulting party with a written notice (each, a “Termination Notice”). Upon receipt of the terminating party’s Termination Notice, the non-terminating party will have a fifteen (15) day period to cure the default (the “Cure Period”) and rectify any material provision not being performed. If the defaulting party does not cure within the Cure Period, termination of this Agreement shall be effective thirty (30) days after receipt of the Termination Notice.
Each party shall protect all confidential information received from the other party by using the highest degree of care to prevent the unauthorized use, dissemination, disclosure, or publication of that Confidential Information. For purposes of this Agreement, “Confidential Information” means, whether communicated orally, in writing, or in any form now known or hereinafter devised: (i) each party’s technical data, or know-how, methodology, diagrams, product and service development plans, charts, designs, inventions, techniques, formulas, drawings, specifications, processes, models, data, databases, flow charts, software (source code and object code), reports, documentation, technology, memoranda and any products, business, and/or technology; (ii) each party’s business and financial plans or forecasts, fee arrangements, sources of supply and/or distribution, marketing information and strategies, non-public financial information, methods of doing business, customers and customer lists, licensees, license agreements and/or any other past, present, or future trade secrets, including the Technical Information; and (iii) any copies of the foregoing Confidential Information made in any form now known or hereafter devised.
D. Intellectual Property Rights
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, algorithms, machine learning classifiers, computer code, software designs, spreadsheets, documents, templates, training materials and documentation, technical information, designs, know-how and other confidential information, trade dress, trade names, logos, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, tangible and intangible results and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Marco Experiences, Inc. in the course of performing the Membership Services (collectively, the "Deliverables") except for any Confidential Information of Customer or Customer materials shall be owned exclusively by Marco Experiences, Inc.
E. Disclaimer and Limitation of Liability
THE MEMBERSHIP SERVICES, MARKETPLACE AND WEBSITE ARE PROVIDED SOLELY ON AN “AS IS” BASIS. MARCO DOES NOT GUARANTY ANY PARTICULAR RESULT OR OUTCOME. NEITHER PARTY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE, WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING DAMAGES FOR LOSS OF PROFITS, OVERHEAD EXPENSES, OR COMMITMENTS FOR/TO THIRD PARTIES, ARISING OUT OF THE MEMBERSHIP SERVICES, MARKETPLACE OR OTHERWISE OR ANY OTHER PERFORMANCE OR NONPERFORMANCE OF THE AGREEMENT.
Any notice required to be given pursuant to this Agreement shall be in writing and delivered either personally to firstname.lastname@example.org or by recognized overnight express service with proof of receipt and shall be effective when delivery is confirmed to each respective party at its address set forth at the beginning of this Agreement.
Customer may not assign, transfer, or license this Agreement or any of Customer's respective rights or obligations arising out of it, to any third party under any circumstances, including by court order, operation of law, statute, regulation, ordinance, or otherwise, without Marco's prior express written consent.
H. Force Majeure
Nonperformance of either party shall be excused to the extent and for so long as performance is rendered impossible by strike, fire, flood, earthquake, storms, or any act of nature, riot, explosion, insurrections, sabotage, epidemics, pandemics, quarantine restrictions, labor disputes or shortages, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the act or omission of the nonperforming party.
This Agreement may only be modified in writing and if signed by both parties.
J. Governing Law
The Agreement shall be exclusively interpreted, construed, and enforced in all respects in accordance with the laws of the State of California without reference to its choice of law rules. The parties agree that venue for any and all disputes hereunder, or action on any obligation hereunder, will be exclusively brought in an appropriate state court in the City and County of San Francisco, California or federal court in the Northern District of California, and the Parties irrevocably consent to such jurisdiction for any dispute or action arising from and/or related to this Agreement.