Venue Manager Agreement

Venue Manager Agreement

FIRST-HOLD, a Florida Corporation (“FIRST-HOLD”, “we”, “us”, or “our”) is an online booking platform that connects a venue (“Venue(s)”) or a facility (“Facility(ies)”) supplier (“Venue Manager(s)”; hereinafter, Venue Managers shall be deemed to include and refer to, but is not limited to, hospitality managers, event coordinators, group sales managers, director of events, or other persons who fill similar roles managing the Venue or the Facility) with individuals or planners (“Visitors”) who wish to book such Venues or Facilities (hereinafter, a Visitor who has booked a Venue or a Facility or otherwise signed up for the Service shall be referred to as a “Guest” or “User”) offered by Venue Managers at Venue Manager specific web pages located on FIRST-HOLD.com (“FIRST-HOLD.com”, “Site”, “FIRST-HOLD Website”, “Platform”) framed within the look and feel of FIRST-HOLD.com (“Venue Listings”).

1.                  General Responsibilities

Responsibilities of FIRST-HOLD

FIRST-HOLD shall host and develop a template for its Venue Listings, where FIRST-HOLD will permit representatives of the Venue Manager to use a tool supplied by FIRST-HOLD to upload certain text, images, and other content relating to the Venue Manager’s Venues and Facilities (“Venue Manager Content”).  FIRST-HOLD shall have the right, but not the obligation, to review all Venue Manager Content prior to making such Venue Manager Content accessible to Users.  FIRST-HOLD shall also have the right, but not the obligation, to remove from the FIRST-HOLD Site any Venue Manager Content it deems in its sole discretion to violate the terms of this Venue Manager agreement (“Venue Manager Agreement”) or inhibit the goals of FIRST-HOLD.

Responsibilities of Venue Manager

Venue Manager Content

Venue Manager shall upload and maintain Venue Manager Content in accordance with the terms of this Venue Manager Agreement.  Venue Manager shall be solely responsible for obtaining all necessary third-party clearances, permissions, or licenses necessary to use (i) any names and/or likenesses of individuals or organizations, and (ii) any other Intellectual Property Rights (defined below) of a third party in and to the Venue Manager Content.  As between the parties, Venue Manager shall be solely responsible for all costs relating to the production and licensing of Venue Manager Content.  Venue Manager shall ensure that all Venue Manager Content complies with all applicable laws, rules, and regulations.

Venue Manager is also responsible at all times for the accuracy and correctness of the information about their Venues and Facilities, including but not limited to the rates and availabilities of the Venues and Facilities displayed on the FIRST-HOLD Website.

Restrictions on Venue Manager Content

Venue Manager agrees that it will not upload Venue Manager Content that is or concerns subject matter that is (i) obscene, defamatory, or libelous, (ii) constitutes pirated, misappropriated, or unauthorized use of material, (iii) infringes on the Intellectual Property Rights or other rights of any third parties, (iv) disparages FIRST-HOLD or its services, or (v) is otherwise unlawful.  As used herein, “Intellectual Property Rights” include, but are not limited to, trademarks, service marks, trade names, and/or logos (collectively, “Marks”) and copyrights, patents, patent applications, trade secrets, and other proprietary rights recognized in any country or jurisdiction in the world.  In addition, Venue Manager agrees to follow the Acceptable Use Policy. The terms of the Acceptable Use Policy are incorporated into, and considered part of, this Venue Manager Agreement. 

2.                  Venue Manager Content License and FIRST-HOLD Website Access License

Venue Manager Content License

Subject to the terms and conditions hereof, Venue Manager hereby grants FIRST-HOLD a non-exclusive, royalty-free, non-transferable and non-assignable (except where assignment of the Venue Manager Agreement is permitted under the General Provisions Section), sublicensable license to use, modify, publicly perform, publicly display, reproduce, and distribute Venue Manager Content that Venue Manager uploads onto the Venue Manager Listings at the FIRST-HOLD.com Site in connection with providing the FIRST-HOLD Service to Users and making the FIRST-HOLD Site accessible to Visitors.  In this respect, Venue Manager acknowledges and agrees that FIRST-HOLD may publicly perform, publicly display and distribute such Venue Manager Content to Visitors of the FIRST-HOLD Website.

FIRST-HOLD Website Access License

Subject to the terms and conditions hereof, FIRST-HOLD hereby grants Venue Manager a non-exclusive, royalty-free, non-transferable and non-assignable (except where assignment of the Venue Manager Agreement is permitted under the General Provisions Section) license to use the FIRST-HOLD Website, including the Dashboard (as described in Section 4 below) and the tool FIRST-HOLD provides to it in order to upload Venue Manager Content to the Landing Pages of the FIRST-HOLD Site.

3.                  Data

Ownership

FIRST-HOLD will own all right, title, and interest in and to any User registration or other data generated through the FIRST-HOLD Site (“FIRST-HOLD Data”), including the Venue Listings of the FIRST-HOLD Site.  Venue Manager will own all right, title, and interest in any information it obtains about whether a User showed up for, or used, and paid Venue Manager for, a Venue or Facility and how much User paid Venue Manager, if any amount (“Participation Data”), any information it obtains about or from a User directly from such User outside of the Service of the FIRST-HOLD Site (such as information that the Venue Manager obtains from the User during use of a Venue or Facility) or any information it obtains that is from a service other than the FIRST-HOLD Site and that is not derived from any User registration or other data generated through the Service or the FIRST-HOLD Site (hereinafter the “Venue Manager Data”, which includes the aforementioned Participation Data).  The FIRST-HOLD Data, collectively with the Venue Manager Data, shall hereinafter be referred to as the “Data.”

Delivery of FIRST-HOLD Data to the Venue Manager

FIRST-HOLD will deliver certain FIRST-HOLD Data in summary and detailed form, for use by Venue Manager as permitted herein.

Permitted Use

During the Term of this Venue Manager Agreement, Venue Manager may use the FIRST-HOLD Data that FIRST-HOLD supplies to Venue Manager in non-aggregated form for internal purposes only and solely to the extent necessary for Venue Manager to perform its obligations under this Venue Manager Agreement.  Venue Manager may not make such FIRST-HOLD Data available to any third party, except (i) in aggregated form (i.e., not including any personally identifiable information) and (ii) solely for editorial and advertising sales purposes, provided, however, that Venue Manager may not derive any revenue or barter income directly from supplying such FIRST-HOLD Data to any third party, including, but not limited to, for the sale, distribution, brokering, barter, or any other commercial disposition of the FIRST-HOLD Data. Venue Manager shall implement all commercially reasonable protections to prevent access to the FIRST-HOLD Data (in non-aggregated form) by any unauthorized persons.  FIRST-HOLD hereby reserves for itself all rights in and to the FIRST-HOLD Data not expressly granted to the Venue Manager in this Section.  In addition, the Venue Manager agrees to abide by the Acceptable Use Policy included in this Venue Manager Agreement.

Delivery of Information and Data to FIRST-HOLD

Venue Manager shall deliver to FIRST-HOLD Participation Data and all statistics generated in connection with this Participation Data from the FIRST-HOLD Site and Venues or Facilities, consisting of such information in categories that Venue Manager generates in the normal course of business.  Venue Manager agrees that its privacy policy with its Users shall allow for FIRST-HOLD’s use of the Participation Data.

Compliance with FIRST-HOLD Privacy Policy

Any use of the FIRST-HOLD Data hereunder will be consistent with the Privacy Policy of FIRST-HOLD, as such policy may be revised from time to time at FIRST-HOLD’s sole discretion, and Venue Manager agrees that it will not use any FIRST-HOLD Data provided to it under the terms of this Venue Manager Agreement contrary to the terms of the FIRST-HOLD Privacy Policy with its users. 

Each party agrees that it shall at all times adhere to all privacy and data protection laws, rules and regulations (including international laws, rules, and regulations) applicable to the gathering, processing, storing, and transmitting of such Data. Neither party will use the Data for the purpose of sending or causing to be sent to any User any uninvited solicitation via e-mail or via any other form of media now known or hereafter developed.  At the request of FIRST-HOLD or any User, Venue Manager shall delete from its servers all FIRST-HOLD Data related to such User.

4.                  Venue Manager Registration, Listings and Response to User Inquiries, Reservation Requests and Hold Requests

Registration

As a Venue Manager, you may wish to create a listing for Venues or Facilities in a Venue Listing on FIRST-HOLD.com (“Listing(s)”).  In order to create such Listings and publish them through FIRST-HOLD, Venue Manager must register for a Vendor Account with FIRST-HOLD and agree to this Venue Manager Agreement.  Venue Manager shall submit all information, including but not limited to photos, descriptions, specifications, rental rates, and availability dates, for its Venues and Facilities to FIRST-HOLD, and FIRST-HOLD reserves the right to approve and accept the Venue Manager or reject the Venue Manager, based on FIRST-HOLD’s sole discretion.  FIRST-HOLD shall notify a Venue Manager within five (5) business days of submission whether the Venue Manager’s Listings have been rejected or approved.  Upon rejection, all Venue Manager information that has been submitted to FIRST-HOLD shall be promptly and permanently deleted by FIRST-HOLD. Upon approval, FIRST-HOLD will create the Venue Manager’s Vendor Account and provide access to a dashboard (“Dashboard”), based on the information Venue Manager provides to FIRST-HOLD.  The Venue Manager can create and manage all its Listings from its Dashboard.  The Dashboard also allows the Venue Manager to change and modify the Listings, including but not limited to modifying the rates, availability, or other information.  When registering, a Venue Manager agrees to register only once for itself, and for no other person, and agrees to provide FIRST-HOLD with truthful and accurate information regarding the Venue Manager’s Vendor Account.  The Venue Manager is responsible for any activity involving its Vendor Account.  If the Venue Manager’s Vendor Account has been compromised, it is the Venue Manager’s responsibility to contact FIRST-HOLD immediately.

Listings

To create a Listing, a Venue Manager will be required to complete forms with information about the Venues and Facilities the Venue Manager desires to offer, including but not limited to a description, location, rates and availability, and cancellation policies.  FIRST-HOLD may, but is not required to, review any information provided by the Venue Manager regarding a Listing and modify any information before such Listings are published on FIRST-HOLD.com.  Venue Manager agrees that all the information provided to FIRST-HOLD is accurate and current, including, but not limited to, pictures, rates, and availability, and that the Venue Manager’s offered Venue or Facility conforms to all applicable laws, taxes, or any other regulations.  FIRST-HOLD reserves the right to reject any Listings, at any time, for any reason, without any liability to the Venue Manager, at its sole discretion.  Once a Listing has been successfully published on FIRST-HOLD.com, Users will have the opportunity to place a hold on or reserve the offered Venue or Facility using the FIRST-HOLD Platform.

Response to User Inquiries

Users will be able to contact Venue Managers with inquiries about the offered Venues and Facilities. When FIRST-HOLD receives an inquiry message from a User directed to a Venue Manager, FIRST-HOLD will notify the Venue Manager via e-mail or through the Dashboard of the Vendor Account.  When receiving such an inquiry message, it is the Venue Manager’s responsibility to  respond to the User inquiry message no later than seventy-two (72) hours of the User sending the inquiry message. 

Venue Manager Response to Reservations and/or Holds

Users will also be able to contact Venue Managers to make a reservation request or a hold request for a Venue or Facility. 

When FIRST-HOLD receives a reservation request (“Reservation”) or a hold request (“Hold”) from a User directed to a Venue Manager, similar to the process for responding to notifying Venue Manager of inquiry messages from Users, FIRST-HOLD will notify the Venue Manager via e-mail or through the Dashboard of the Vendor Account. When receiving such a Reservation or Hold notification, it is the Venue Manager’s responsibility to notify the User no later than seventy-two (72) hours after receipt of the same whether (i) if responding to a Reservation request, it is rejecting or confirming the Reservation with the User (hereinafter, a reservation that is confirmed by the Venue Manager shall be referred to as a “Confirmed Reservation” and, in the case of a Confirmed Reservation, Venue Manager shall be obligated to continue through the process of providing the User with the ability to enter into a direct binding agreement (“Booking Agreement”) for a booking of the Facility or Venue (hereinafter, the “Booking”) unless the User himself/herself cancels his/her Confirmed Reservation as contemplated in Section 8 or otherwise fails to enter into a Booking Agreement within the time periods that Venue Manager requires; or (ii) it has already entered into an agreement for the Facility or the Venue with another third-party that is not a User of the FIRST-HOLD Service.  

VENUE MANAGER ACKNOWLEDGES AND AGREES THAT FIRST-HOLD IS NOT A PARTY TO THE BOOKING AGREEMENT BETWEEN THE VENUE MANAGER AND THE USER.  RATHER, FIRST-HOLD MERELY SERVES AS THE LIMITED AGENT OF THE VENUE MANAGER TO ACCEPT AND PROCESS A RESERVATION AND ACCEPT AND PROCESS A PORTION OF THE BOOKING FEE IN THE FORM OF A COMMISSION FEE FROM USERS IN THE EVENT THAT THE USER MAKES A RESERVATION AND/OR A PAYMENT FROM USERS IF THE USER CANCELS HIS/HER CONFIRMED RESERVATION AFTER THE GRACE PERIOD HAS ENDED AND THE VENUE MANAGER’S CANCELLATION POLICY DICTATES A FEE IS TO BE CHARGED. OTHER THAN IN THIS SITUATION, THE VENUE MANAGER IS RESPONSIBLE FOR COLLECTING ANY PAYMENTS FOR THE VENUES AND FACILITIES, AS DESCRIBED BELOW, AND DETERMINING WHETHER IT WISHES TO PROVIDE REFUNDS TO USERS.    

5.                  Hold Challenge Release Terms

In a Hold, a User may place a hold on a Venue or a Facility for a specific date and time. There is no cost or fee for a User to place a Hold on a Venue or a Facility for a specific date and time.  A User can place several different Holds with the same Venue Manager or different Venue Managers, for example, for different Venues at a specific date and time, or for different dates and times for a particular Venue, but FIRST-HOLD will permit a User under the User Service terms to only place one Hold for a particular Venue or Facility for a specific date and time.

Also, a particular Venue or Facility for a particular date and a particular time can only have up to three Holds placed on it by Users of the Service. Whether there is a Hold placed for a particular Venue/date/time or a particular Facility/date/time will be displayed in the Venue Listing for that Venue or Facility. Each Hold is ranked in priority by the time it was placed on the Venue or Facility. For example, on Dec. 1, 2015, User A places a Hold on the Venue for an all-day event on July 4, 2016. On December 8, 2015, User B places a Hold on the same Venue for an all-day event on the same day. On December 15, 2015, User C places a Hold on the same Venue for an all-day event on the same day. User A’s Hold is the First Hold, User B’s Hold is the Second Hold, and User C’s hold is the Third Hold. After three Holds have been placed for the same Venue/date/time, a fourth User who wishes to book the Venue/date/time only has the option to Challenge the other Users who already have Holds on the Venue/date/time.

If no further actions are taken, a Hold will stay effective up until the particular date and time.

At any time, the holder of the First Hold may decide to book the Venue and, if he/she does, he/she will follow the Reservation process outlined in Section 6. Once the holder of the First Hold makes a Reservation for the Venue and there is a Confirmed Reservation that is made by the Venue Manager, the holder of the Second Hold and the holder of the Third Hold (if applicable) are notified by automatic e-mails that their Holds have been released and the Venue is now unavailable to them.

Also at any time, the holder of the Second Hold or the holder of the Third Hold (or a Venue Manager or a fourth User) may issue a Challenge by clicking the “Challenge” option under the Venue Manager Listing.  A User will Challenge other Users for the Venue when that User is certain they want to make a Reservation for the Venue and are ready and able to submit payment to make a Reservation for the Venue. Upon issuing the Challenge, the User who issues the Challenge shall pay a Challenge Deposit equal to the same Commission Fee that the User would have to pay to FIRST-HOLD with a Reservation. If a Challenge is issued, an automatic e-mail is generated by FIRST-HOLD and sent to all Users with a Hold on that particular Venue for that particular time and date. The e-mail will notify these Users that a Challenge has been issued, and will include instructions on what actions, if any, need to be taken.

For example, if the holder of the Second Hold issues a Challenge, an e-mail will be sent to the holder of the First Hold, notifying the holder of the First Hold of the Challenge and explaining that the holder of the First Hold has up to seventy-two (72) hours to either make a Reservation for the Venue or release the Venue. If the holder of the First Hold chooses to make a Reservation for the Venue, all other Users with a Hold on that Venue are notified by automatic e-mail of that action taken, and the Challenger will get his Challenge Deposit refunded. If the holder of the First Hold chooses to release the Venue from its Hold, the holder of the Second Hold is now in first priority and must now make a Reservation for the Venue. If the party issuing the Challenge was the holder of the Third Hold, the process is the same, with first the holder of the First Hold having up to seventy-two (72) hours to decide to make a Reservation  or release the Hold, and second, the holder of the Second Hold having seventy-two (72) hours to decide to make a Reservation or release the Hold.

The Challenge process operates to allow Users to force those ahead of him in line to make a decision about whether he/she wishes to make a Reservation for the Venue.

COMMITMENT TO FIRST-HOLD SITE

BY EXECUTING THIS AGREEMENT WITH FIRST-HOLD, VENUE MANAGER AGREES THAT ANY RESERVATIONS OR BOOKINGS MADE WITH A CONTACT THAT WAS FIRST INITIATED BY USING THE SERVICES PROVIDED BY FIRST-HOLD MUST BE MADE, AND CAN ONLY BE MADE, VIA THE FIRST-HOLD SITE, IRRESPECTIVE OF WHETHER THERE IS A NEW DATE OR A NEW TIME OR A VENUE CHANGE. ALL BOOKINGS WITH A CONTACT THAT WAS FIRST MADE BY THE VENUE MANAGER THROUGH THE FIRST-HOLD SITE MUST BE MADE THROUGH THE FIRST-HOLD SITE.

6.                  Payments

The Venue Manager has the authority to decide the rates for its offered Venues and Facilities.  FIRST-HOLD, in compensation for services provided, will collect a Reservation fee (“Commission Fee”) from the User of ten percent (10%) of the total cost of the Venue or Facility (“Booking Fee”) at the time that the User makes the Reservation.  Once the Venue Manager notifies FIRST-HOLD that the Reservation is a Confirmed Reservation and the Grace Period expires, this Commission Fee is non-refundable.  Each Venue Manager that registers with FIRST-HOLD agrees and designates FIRST-HOLD or a designated third party payment processor as limited agents exclusively to collect the Commission Fee. 

VENUE MANAGER ACKNOWLEDGES AND AGREES THAT THE COMMISSION FEE IS VENUE MANAGER’S RESPONSIBILITY AND OBLIGATION TO PAY TO FIRST-HOLD, EVEN THOUGH THE USER IS THE ONE THAT PAYS THE COMMISSION FEE TO FIRST HOLD AND THEN THE VENUE MANAGER DEDUCTS THE COMMISSION FEE FROM THE FINAL PAYMENT. IN OTHER WORDS, THIS UP FRONT PAYMENT MADE BY THE USER, ALTHOUGH MADE TO FIRST HOLD BY THE USER, REPRESENTS THE COMMISSION FOR THE SALE THAT THE VENUE MANAGER OWES TO FIRST HOLD FOR THE SERVICES THAT FIRST HOLD IS OFFERING TO THE VENUE MANAGER THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, THE INITIAL CONTACT WITH THE USER.  

FURTHER, VENUE MANAGER AGREES THAT FIRST-HOLD SHALL BE DUE THE COMMISSION FEE DESCRIBED IN THIS AGREEMENT FOR PROVIDING THE INITIAL CONTACT BETWEEN THE USER OR VISITOR AND THE VENUE MANAGER. FOR THE AVOIDANCE OF DOUBT, THE COMMISSION FEE IS DUE FIRST-HOLD EVEN IN SITUATIONS WHERE A USER, AFTER CONTACTING A VENUE MANAGER THROUGH FIRST-HOLD, MAKES A RESERVATION DIRECTLY WITH THE VENUE MANAGER AND PAYS THE VENUE MANAGER A BOOKING FEE FOR THAT RESERVATION DIRECTLY INSTEAD OF USING FIRST-HOLD’S SERVICES TO MAKE THE RESERVATION. VENUE MANAGER AGREES THAT THE CONTACT AND LEADS THAT ARE PROVIDED BY POSTING LISTINGS ON FIRST-HOLD IS ADEQUATE CONSIDERATION FOR AGREEING TO PAY THE COMMISSION FEE EVEN IF THE  RESERVATION THAT IS EVENTUALLY MADE BY THE USER IS NOT MADE THROUGH FIRST-HOLD.COM, AS LONG AS THE INITIAL CONTACT BETWEEN THE USER AND THE VENUE MANAGER WAS MADE THROUGH FIRST-HOLD. Venue Manager agrees that once a User makes a payment to FIRST-HOLD and the Reservation is a Confirmed Reservation, the Venue Manager will make that same Venue available for the User and will charge the User the advertised amount stated in its Venue Listing for the Listing of the Venue or Facility (“Booking Fee”) less the Commission Fee (hereinafter, the Booking Fee less the Commission Fee shall be referred to as the “Final Payment”).

The Venue Manager is responsible for collecting the Final Payment from the Guest at the time when the Guest uses the reserved Venue or Facility.  FIRST-HOLD is not responsible for collecting or helping to collect these payments on behalf of the Venue Manager.

FIRST-HOLD reserves the right to change and alter fees at any time.  If any changes to the fee or commission structure occur, FIRST-HOLD shall notify the affected party.  If a Venue Manager fails to accept such fee changes, the Venue Manager’s sole remedy is to terminate this Venue Manager Agreement and to cease using the FIRST-HOLD Site and Platform immediately.  A Venue Manager’s continued use of the FIRST-HOLD Site after such notification shall constitute acceptance by the Venue Manager of the fee changes.

7.                  Audit

Venue Manager agrees to keep clear, accurate and complete records relating to all Venue or Facility bookings reserved while actively maintaining Venue Listings on FirstHold.com.  For so long as Venue Manager uses the Service, and for a period of two (2) years thereafter, FIRST-HOLD has the right to verify, on a monthly basis and at its expense, Venue Manager’s compliance with the terms and conditions of the Payments section and this Venue Manager Agreement by either:  (i) engaging an internationally recognized audit firm to conduct an audit, to take place upon reasonable notice, during normal business hours and in a manner not to unreasonably interfere with Venue Manager’s operations, or by (ii) requesting written certification from Venue Manager (and signed by an officer of Venue Manager) including listings of all bookings either reserved through FIRST-HOLD’s Services or bookings made through a lead first initiated through FIRST-HOLD’s Services.

If unpaid Commission Fees are found for Bookings, the Venue Manager will reimburse FIRST-HOLD for the costs incurred by FIRST-HOLD in doing the verification.  To the extent that FIRST-HOLD discovers unpaid Commission Fees, Venue Manager shall, within thirty (30) days, pay the unpaid Commission Fees due to FIRST-HOLD plus a deemed late payment charge, equal to the lesser of (i) $30.00 per unpaid Commission Fee or (ii) 5% of the total Booking Fee charged to the Visitor.  Venue Managers agree that any noncompliance with FIRST-HOLD’s right to audit may result in immediate termination of Venue Managers’ account and Listings.  All information obtained by FIRST-HOLD during verification shall be treated as Confidential Information of Venue Manager.  FIRST-HOLD will use the information obtained during verification only to enforce the rights of FIRST-HOLD and to determine whether the Venue Manager is in compliance with the terms and conditions of this Venue Manager Agreement.  By invoking the rights and procedures described herein, Venue Manager does not waive its rights to enforce this Venue Manager Agreement.

8.                  Grace Period and Cancellation Policy

By registering for and using the Service, Venue Manager agrees that the terms of its own cancellation policies shall not come into effect until ten (10) days have passed from the day of its Confirmed Reservation (the “Grace Period”). If a User cancels a Reservation made through FIRST-HOLD.com within the Grace Period, the User shall receive a full refund from the Venue Manager. However,  if a User cancels a Reservation that he/she made through FIRST-HOLD.com after the Grace Period, the terms of the relevant Venue Manager’s cancellation policy detailed in the Venue Listing shall apply.

The Grace Period operates so that the Venue Manager and the User may communicate with each other and determine whether the particular Venue or Facility offered by the Venue Manager is an appropriate fit for the particular User and determine whether the User is satisfied with the Booking Agreement terms for the Venue or Facility.

9.                  Taxes

Each party shall be responsible for its respective tax obligations in connection with all payments due under this Venue Manager Agreement.  Each party shall comply with any mandatory tax withholding required by applicable laws or regulations.  If either party is required to withhold taxes from the amounts otherwise due to another party, the withholding party shall promptly notify the other party in writing of the fact and amount of such withholding and furnish to the affected party a copy of all receipts and other documents relating to such withholding.  The withholding party shall provide all reasonable cooperation and assistance to the other party to reduce or eliminate the amount of such withholdings and apply for any refunds or credits available under applicable laws or regulation. 

IRS regulation, regarding federal tax reporting requirements, stipulates that FIRST-HOLD must collect IRS Form W-9 from all Venue Managers in the United States. All Venue Managers agree that they will cooperate with any reasonable requests from FIRST-HOLD regarding the reporting of any applicable tax requirements.  FIRST-HOLD cannot and does not offer any tax-related advice to any Venue Managers who use the FIRST-HOLD Site to list Venues or Facilities.

Where applicable, or based on request from a Venue Manager, FIRST-HOLD may, but is not required to, issue a valid VAT invoice to such Venue Manager.

10.              User Feedback

FIRST-HOLD reserves the right to solicit feedback about Venues, Facilities, or interactions with Venue Managers in order to understand and improve the FIRST-HOLD Service.  In addition, FIRST-HOLD may post this User Feedback on the FIRST-HOLD.com Website for other Users to review.  User Feedback may include information about a particular Venue Manager or about a Venue Manager’s Venue or Facility, including but not limited to a star rating system, whether they paid on time, whether the venue was as pictured, and whether the overall experience was satisfactory.  Venue Managers understand that such User Feedback may be published publically on the FIRST-HOLD.com Website. Venue Managers and Users have the right to review, modify, respond to, not publish, or request a modification of such User Feedback at any time, including before and after publication.

11.              Term

This Venue Manager Agreement shall commence on the date that it is executed by the Parties and continue until it is terminated under the terms of Section 12 below. 

12.              Termination

Either party may terminate this Venue Manager Agreement if the other party has materially breached any obligation under this Venue Manager Agreement, which breach is not cured within thirty (30) days after receipt of written notice, or if the other party makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or for reorganization under the bankruptcy laws, or if a petition is filed against it or a receiver or trustee is appointed for such other party.  Notwithstanding the foregoing, FIRST-HOLD may terminate this Venue Manager Agreement for any reason upon thirty (30) days written notice.

Either Party may terminate this Venue Manager Agreement at any time upon thirty (30) days written notice provided to the other Party so long as there are no outstanding reservations that have been made for a Listing for a Venue or Facility by a Guest.  

Upon termination of the Venue Manager Agreement, FIRST-HOLD will promptly remove all User access to the Venue Manager Content at the Venue Manager Pages of the FIRST-HOLD Site, and FIRST-HOLD will promptly and permanently delete all Venue Manager Content.

Termination of the Venue Manager Agreement shall not affect a party’s performance obligations, including payment requirements, arising prior to the termination.

The provisions of Sections 4, 6, 9 through 16, inclusive, shall survive termination of this Venue Manager Agreement.

13.              Privacy and Confidentiality 

Please review the FIRST-HOLD “Privacy Policy”.  The terms of the Privacy Policy are incorporated into, and considered part of, this Venue Manager Agreement. 

Each party (the “Receiving Party”) undertakes to retain in confidence the terms of this Venue Manager Agreement, Data containing personally identifiable information, and all other non-public information and know-how of the other party disclosed or acquired by the Receiving Party pursuant to or in connection with this Venue Manager Agreement that is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”), provided that each party may disclose the terms and conditions of this Venue Manager Agreement to its immediate legal and financial consultants in the ordinary course of business. Each party shall use the Confidential Information of the other party only in exercising its rights and performing its obligations under this Venue Manager Agreement, and agrees to use commercially reasonable efforts to protect Confidential Information of the other party, and in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. The foregoing restrictions shall not apply to any information that: (a) was known by the Receiving Party prior to disclosure thereof by the party; (b) except for Data containing personally identifiable information, was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed); or (e) is independently developed by the Receiving Party without reference to any Confidential Information of the other party.  Upon request of the other party, or in any event upon termination of this Venue Manager Agreement, each party shall return to the other all materials, in any medium, which contain, embody, reflect, or reference all or any part of any Confidential Information of the other party.  Each party acknowledges that breach of this provision by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party shall be entitled to seek injunctive relief to enforce the provisions of this Section.

14.              Intellectual Property

Please review the FIRST-HOLD “Copyright Policy”.  The terms of the Copyright Policy are incorporated into, and considered part of, this Venue Manager Agreement. 

Ownership of Marks

Except for the limited licenses to Marks set forth below, each party retains all right, title, and interest in and to its respective Marks, including all goodwill attached thereto, worldwide.

License to Marks; Uses of Marks

Each party hereby grants to the other a non-exclusive, worldwide, limited license to use its Marks only to the extent necessary for each party to perform its obligations under this Venue Manager Agreement and to promote the FIRST-HOLD Service.  All such uses shall be in accordance with each party’s reasonable guidelines regarding advertising and trademark usage as shall be established or changed from time to time in each party’s sole discretion.  In the event that either party notifies the other of any incorrect usage of its Marks, such other party shall promptly correct such incorrect usage as directed.  All uses of the other party’s Marks hereunder and any goodwill derived therefrom shall inure to the benefit of the owner of the Marks.  Neither party shall do nor suffer to be done any act or thing that will adversely affect the other party’s rights in its Marks, or that directly or indirectly may reduce the value of such Marks or detract from their reputation.  Upon the termination of this Venue Manager Agreement, each party will cease using the Marks of the other except as the parties may agree in writing or to the extent permitted by applicable law.

Intellectual Property Rights

Excepted for the limited licenses set forth in Section 2 of this Venue Manager Agreement, all Venue Manager Intellectual Property Rights in the Venue Manager Content are and will remain the sole and exclusive property of Venue Manager and its licensors, if any, and all FIRST-HOLD Intellectual Property Rights in the FIRST-HOLD.com Site, including the Venue Listings, and any content related thereto other than the Venue Manager Content, are and will remain the sole and exclusive property of FIRST-HOLD and its licensors, if any.

15.              Warranties; Disclaimers

Warranties

Each party represents and warrants to the other party that (i) such party has all necessary rights, power, and authority to enter into this Venue Manager Agreement and to perform the acts required of it hereunder, and (ii) the entry into this Venue Manager Agreement by such party, and the performance of such party of its obligations and duties hereunder, do not and will not violate any agreement of such party or by which such party is bound.  Venue Manager further represents and warrants to FIRST-HOLD that the Venue Manager’s Marks and Venue Manager Content (a) do not infringe any Intellectual Property Rights of publicity or privacy rights of any third party, (b) are not defamatory, (c) are not lewd, pornographic, or obscene, and (d) are in compliance with all applicable laws, including, but not limited to, laws regarding unfair competition, antidiscrimination, or false advertising.

Disclaimers

EXCEPT AS SPECIFICALLY PROVIDED IN THIS VENUE MANAGER AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS VENUE MANAGER AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, AND ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, FIRST-HOLD MAKES NO REPRESENTATION REGARDING, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR CONFIRMING, THE TRUTH OR ACCURACY OF ANY DATA PROVIDED BY ANY VENUE MANAGER.

16.              Indemnification

Indemnity Claims

Each party agrees to indemnity and hold harmless the other and its affiliates, and their respective officers, agents, and employees, from and against any and all loss, liability, claims, demands, damages, and expenses (including reasonable attorneys’ fees) of any kind arising out of or relating to any third party claim arising out of or relating to any breach or alleged breach of such party’s representations, warranties, or obligations under this Venue Manager Agreement.

Indemnity Procedures and Conditions

The party seeking indemnification under the above provision (the “Indemnified Party”), will give prompt written notice to the other party (the “Indemnifying Party”).  In addition, the Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the claim.  The Indemnified Party reserves the right to retain counsel, at the Indemnified Party’s sole expense, to participate in the defense of any such claim.  The Indemnifying Party shall not settle any such claim or alleged claim without first obtaining the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, if the terms of such settlement would adversely affect the Indemnified Party’s rights under this Venue Manager Agreement.

17.              Limitation of Liability

NOTWITHSTANDING ANYTHING IN THIS VENUE MANAGER AGREEMENT TO THE CONTRARY, AND EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS SET FORTH ABOVE, A PARTY’S MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, A PARTY’S BREACH OF CONFIDENTIALITY UNDER SECTION 13 OR A PARTY’S VIOLATION OF THE OTHER PARTY’S PRIVACY POLICY OR ANY APPLICABLE DATA PROTECTION LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST PROFITS, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST REVENUE, OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE FIRST-HOLD SERVICE OR THIS VENUE MANAGER AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.       Arbitration.

The parties agree that, except as narrowly enumerated herein, any and all controversies, disputes or claims arising out of or relating to this Agreement or the Service provided hereunder, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of this Agreement, shall be submitted to and settled through binding arbitration.  By agreeing to arbitrate, the parties hereby waive their rights to a jury trial.  Notwithstanding the foregoing, this Agreement excepts from arbitration individual actions small enough to be brought in small claims court. Further, individual claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to the foregoing arbitration agreement, provided, however, that if these claims are brought as part of a multi-claim complaint that also contains additional claims other than these claims shall be subject to the foregoing arbitration agreement.  Moreover, either party may seek emergency equitable relief in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

a.       The demand for arbitration shall be made within a reasonable time after the controversy, dispute or claim has arisen, and in no event shall it be made after one (1) year from when the aggrieved party knew or should have known of the controversy, dispute or claim.  The demand for arbitration shall be made and the arbitration shall be conducted under the Florida Arbitration Code (FAC), Chapter 682. 

b.      The arbitration shall be conducted before a single arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within thirty (30) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected pursuant to Fla. Stat. § 682.04.  The arbitrator shall have at least five (5) years of legal experience and experience in matters of e-commerce agreements and the provision of services thereunder and also shall have served as an arbitrator at least three times prior to their service as an arbitrator in this arbitration. The arbitration shall be commenced and held in Palm Beach County, in the State of Florida. No potential arbitrator may be appointed unless he or she has agreed in writing to be bound by these procedures. 

c.       To the extent state law is applicable, the arbitrator shall apply the substantive law of the State of Florida, without regard to principles of conflict of laws.  The U.N. Convention on Contracts for the International Sale of Goods shall not apply. 

d.      Each party will be entitled to reasonable discovery in preparation for the arbitration, including the production of relevant documents and the deposition of witnesses.  Any disputes involving discovery shall be heard and resolved by the arbitrator.  All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.

e.       All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements.  Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.  At the conclusion of arbitration proceedings, the arbitrator shall make her award and said award may be modified, corrected, confirmed, vacated and/or appealed as set forth in Chapter 682. 

f.       Except as provided under Fla. Stat. § 682.11(2), each party will bear its own attorney’s fees and costs related to the arbitration.  Each party expressly agrees that any issues of entitlement to, and amount of, attorney fees shall be decided by the arbitrator.

19.       Jurisdiction.

The parties agree that any action brought under this Agreement shall be filed only in the state or federal courts located in Palm Beach County in the State of Florida and they further agree and submit to the exercise of personal jurisdiction of such courts.  The parties also agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

20.       Class Action Waiver.

You and FIRST-HOLD agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

21.       General Provisions

Website Terms

Please review the FIRST-HOLD “Website Terms”.  The provisions in the Website Terms applicable to the Venue Manager are incorporated into, and considered part of, this Venue Manager Agreement.

Choice of Law

The Venue Manager Agreement, including the Website TermsPrivacy Policy,Copyright PolicyAcceptable Use Policy, and any other addenda, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law rules.

Entire Agreement; Order of Precedence; Waiver; Severability

Unless otherwise specified herein, this Venue Manager Agreement constitutes the entire agreement between you, a Venue Manager, and FIRST-HOLD with respect to the FIRST-HOLD Website and Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and FIRST-HOLD with regard to the FIRST-HOLD Website and Service. To the extent of any conflict or ambiguity between the “Venue Manager Agreement”, “Website Terms”, any FIRST-HOLD Policies or any other terms and conditions as posted on the FIRST-HOLD.com Website, the order of precedent shall be: (i) the “Venue Manager Agreement”, (ii) the “Website Terms”, (iii) the FIRST-HOLD policies and (iv) the other terms and conditions as posted on the FIRST-HOLD.com Website, and each of the aforementioned parts of the FIRST-HOLD Agreement shall govern in such order, but solely to the extent of any conflict or ambiguity.  FIRST-HOLD’s failure to enforce any right or provision in this FIRST-HOLD Agreement shall not constitute a waiver of such right or provision.  If any part of this FIRST-HOLD Agreement is held invalid or unenforceable, that portion shall be deemed to be substituted with a valid, enforceable provision which most closely reflects the original intent of the parties, and the remaining portions shall remain in full force and effect.

Changes to Venue Manager Agreement

Under the terms of this Venue Manager Agreement, you agree to be bound to any changes to this Venue Manager Agreement when you continue to use the Service and/or upload Venue Manager Content to your Dashboard after such modification is posted on the FIRST-HOLD.com Website; however, for any “material” change, such “material” change shall become effective if: (i) FIRST-HOLD sends to you an e-mail or posts information on the FIRST-HOLD.com Website notifying you of such “material” change and the date that such new Venue Manager Agreement takes effect (“Effective Date”) and you then continue to use the Service and/or upload Venue Manager Content to your Dashboard after the Effective Date; or (ii) FIRST-HOLD asks you to agree to the new Venue Manager Agreement with the change before you may continue to use the Service and/or upload Venue Manager Content to your Dashboard and you agree to the same.  If you do not agree to the “material” change, you may notify FIRST-HOLD under subsection (i) above or click “I do not agree” to the new Venue Manager Agreement with the change under subsection (ii), as applicable; however, you acknowledge and agree that FIRST-HOLD may terminate your right to continue to use the Service.   

Relationship of the Parties

The relationship between the parties will be that of independent contractors. Nothing contained herein will be construed to imply a partnership, joint venture, principal-agent relationship, or other joint relationship, and neither party will have the right, power, or authority to bind or create any obligation, express or implied, on behalf of the other party.

Compliance with Laws

Each party will comply with all laws, legislation, rules, regulations, and governmental requirements applicable to such party’s exercise of its rights and performance of its obligations under this Venue Manager Agreement.

Assignment

Neither party will assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Venue Manager Agreement or any of its rights or obligations under this Venue Manager Agreement; provided, however, either may sell, transfer, delegate, or otherwise dispose of this agreement or any of its rights and obligations hereunder as part of a merger, consolidation, corporate organization, sale of all or substantially all of such party’s assets, sale of stock, change of name, or like event. Any purported assignment, sale, transfer, delegation, or other disposition, except as permitted herein, will be null and void.  Subject to the foregoing, this Venue Manager Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement

This Venue Manager Agreement, including the Website Terms, Privacy Policy, Acceptable Use Policy, and any other addenda incorporates the entire understanding of the parties with respect to the subject matter of this Venue Manager Agreement and merges and supersedes all prior and contemporaneous agreements and understandings between the parties, whether oral or written, with respect to this subject matter.

 

This Venue Manager Agreement is legally binding between the parties upon the Venue Manager clicking through the terms and selecting the “I Agree” option at the end of the Venue Manager Agreement.