1. Liability and Certificate of Insurance:
Our services are provided "as is" without warranty of any kind, either expressed or implied. In no event shall our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use our services or equipment. Neither LIFESYNC EVENTS™ LLC, nor its members, managers, officers, directors, employees, or agents, shall have any liability for any personal injury to any exhibitor or attendee, or its officers, guests, agents, or employees, or to any other person in attendance at the Event; or for any damage to or loss, including but not limited to consequential loss, of any property of the provider, exhibitor or attendee, or any of its officers, agents or employees, or of any person in attendance at the Event; whether such injury, damage or loss is caused by action of the elements or by acts or omissions of any such parties, whether any such injury, damage, or loss occurs prior to, during, or after the Event, unless such injury, damage, or loss is the direct result of the gross negligence or willful act of one or more of such parties. The provider, exhibitor or attendee, on signing the contract or enrollment form or remitting payment, expressly releases such parties from, and agrees to indemnify them against, any and all claims for such injury, damage, or loss, and hereby waives same. LIFESYNC EVENTS™ LLC requires that each provider or exhibitor (CLIENT) provide proof of insurance covering public liability and loss, including damage and theft, to protect against possible claims arising out of the operation of his or her exhibit. The CLIENT’s certificate of liability insurance shall name LIFESYNC EVENTS™ LLC as an additional insured for the Event with a minimum coverage of $1,000,000 per occurrence and $2,000,000 aggregate.
2. Limitation of Liability:
LIFESYNC EVENTS™ LLC SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR LIFESYNC EVENTS™ LLC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS TRANSACTION, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.
CLIENT agrees to indemnify and hold LIFESYNC EVENTS™ LLC, its parents, subsidiaries, affiliates, members, managers, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of CLIENT’s use of the Service, the violation of this Agreement, or infringement by CLIENT of any intellectual property or any other right of any person or entity.
a) CLIENT will pay LIFESYNC EVENTS™ LLC for services and expenses in accordance with Transaction and any supplemental invoices to CLIENT upon completion of this service if needed. Each invoice is due and payable in full upon presentation to CLIENT. Invoices are past due after 30 days. Past due amounts are subject to a Service Charge of one and one-half percent per month (18 per annum) on the outstanding balance, from date of invoice. Attorney's fees and other costs incurred in collecting past due amounts shall be paid by CLIENT.
b) Any Provider whose payment check is returned for any reason will be assessed a $35 Return Check Fee, payable with the full payment for Event Enrollment upon receipt of invoice.
c) If the CLIENT fails to make payment to the LIFESYNC EVENTS™ LLC within 30 days after the transmittal of an invoice, the LIFESYNC EVENTS™ LLC may suspend the CLIENT’s participation in events until all amounts due hereunder are paid in full. If an invoice remains unpaid after 60 days from invoice date, the LIFESYNC EVENTS™ LLC may initiate legal proceedings to collect the fees owed, plus other reasonable expenses of collection including attorney's fees.
d) LIFESYNC EVENTS™ LLC shall be paid in full for all services under this Agreement, including any additional services authorized by CLIENT.
e) The CLIENT's obligation to pay for the Services contracted for is in no way dependent upon the CLIENT's ability to obtain financing, payment from third parties, approval of governmental or regulatory agencies, or upon the CLIENT's successful completion of the Event; or any other contingencies or conditions, unless expressly set forth.
CLIENT may cancel without penalty and be eligible to receive a full refund of fees already remitted in accordance with the Cancelation and Guarantee Policies put forth by LIFESYNC EVENTS™ LLC. However, if CLIENT does not comply with such Policies, no refund shall be granted by LIFESYNC EVENTS™ LLC. LifeSync Events reserves the sole right to cancel any Client’s (Provider’s) participation in any event without cause and without prior notice. Such cancellation shall be effective immediately upon LifeSync Events’ notification to the Provider. (Please review “LifeSync Wellness Provider Instructions & Guidelines” section found in the Provider Information Kit.)
The Services provided by LIFESYNC EVENTS™ LLC pursuant to this Agreement, and any general concepts, recommendations, proposals, and similar information may be provided to other clients who may be offering similar services as CLIENT unless otherwise provided for, with additional consideration therefore, and in accordance with the Confidentiality provision below. In the event such disclosure and/or dissemination of services to similar clients occurs, LIFESYNC EVENTS™ LLC will take reasonable steps to redact and/or edit material and information to be shared in such a manner as to reasonably protect the CLIENT’s identity, trade secrets, and other information which may be deemed sensitive to CLIENT’s business.
Subject to any obligation LIFESYNC EVENTS™ LLC may have under applicable law or regulation, and subject to those provisions set forth in paragraph 5, above, LIFESYNC EVENTS™ LLC agrees to release information relating to the Services only to its employees and subcontractors in the performance of said Services, or to CLIENT's authorized representative(s) or persons designated by CLIENT’s authorized representative(s) to receive such information, throughout the active period of service of this Transaction.
8. Assignment and Subcontracting:
Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the CLIENT and LIFESYNC EVENTS™ LLC. Neither the CLIENT nor LIFESYNC EVENTS™ LLC shall assign, sublet, or transfer any rights under or interests in this Agreement without the written consent of the other, which shall not be unreasonably withheld. However, nothing contained herein shall prevent or restrict LIFESYNC EVENTS™ LLC from employing independent professional associates or LIFESYNC EVENTS™ LLCs, as LIFESYNC EVENTS™ LLC may deem appropriate to assist in the performance of services hereunder.
9. Force Majeure:
Should completion of any portion of the Services be delayed for causes beyond the control of or without the fault or negligence of LIFESYNC EVENTS™ LLC including force majeure, the time for performance shall be extended for a period equal to the delay and the parties shall mutually agree on the terms and conditions upon which Services may be continued. Force majeure includes but is not restricted to acts of God or the public enemy, acts of the Government of the United States of the several states, or any foreign country, or any of them acting in their sovereign capacity, acts of CLIENT's contractors or Agents, fire, floods, epidemics, riots, quarantine restrictions, strikes, civil insurrections, freight embargoes, and unusually severe weather.
10. Work Exhibit:
CLIENT agrees that LIFESYNC EVENTS™ LLC may use any and all creative materials and images associated with the services created by LIFESYNC EVENTS™ LLC in their daily practice of exhibiting example work to prospects.
11. No Waiver:
No waiver by either party of any default by the other party in the performance of any provision of this Agreement shall operate as or be construed as a waiver of any future default, whether like or difference in character.
12. Merger, Amendment:
This Agreement constitutes the entire Agreement between LIFESYNC EVENTS™ LLC and the CLIENT, and negotiations, written, and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document that is executed by both LIFESYNC EVENTS™ LLC and CLIENT.
13. Compliance with Laws:
CLIENT assumes all knowledge of applicable law and is responsible for compliance with any such laws. CLIENT may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. CLIENT further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
14. Copyright and Trademark Information:
LIFESYNC EVENTS™ LLC is a proprietary mark of LIFESYNC EVENTS™ LLC. LIFESYNC EVENTS™ LLC’s trademarks may not be used in connection with any product or service that is not provided by LIFESYNC EVENTS™ LLC, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits LIFESYNC EVENTS™ LLC.
All other trademarks which may be displayed by LIFESYNC EVENTS™ LLC are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Providers. In addition, such use of trademarks of any Provider is not intended to imply, directly or indirectly, that those Providers endorse or have any affiliation with LIFESYNC EVENTS™ LLC.
15. Other Terms:
16. Law to Apply:
The parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina (including but not limited to the Uniform Electronic Transactions Act as enacted in North Carolina), without regard to conflict of laws provisions thereof. Furthermore, the parties agree that any dispute (including litigation) that arises between the parties shall have its venue in the state or federal courts of Wake County, North Carolina.