(published 11.19.24)
This Exos Education Hosting Agreement (this “Agreement”) is dated as of the date of the last signature in the Education Hosting Form referencing this Agreement (the “Effective Date”) and is by and between Athletes’ Performance International, LLC (“Exos”) and the Host Legal Entity Name specified in the Education Hosting Form (“Host”). Capitalized terms used and not defined in this Agreement are as defined in the Exos Education Hosting Form above.
Compensation
The Host’s full compensation for hosting the Course is as specified in the Education Host Form. Any free seats granted are intended for Host use only and Host may not resell them. The Host must instruct staff or rewarded attendees to register for the Course as soon possible prior to it reaching capacity.
Commission on Sales Driven
If the Host will receive a commission on ticket sales as specified in the Education Host Form, Exos will provide the Host with an affiliate link for attendees to register for the Course and Exos shall give the Host a percentage, which percentage will be set forth in the Education Host Form, for all tickets sold by the Host using the affiliate link provided by Exos. For example, if the ticket price is $1,600 with the link and Exos gives the Host a 10% rebate, the Host would receive $160 per attendee. At the end of the Course, the Host will send an invoice to Exos for the total commission amount. The Host’s right to such commission shall accrue when the fees which are the basis of the commission have been paid by the attendee and the Course has been delivered. For clarity, should an attendee fail to pay or should a refund be issued for any reason, no commission will be owed on such sales to the extent of such non-payment or refund. Pricing and discounts for the Course will be consistent with current Exos Course pricing.
Cancellation Policy
Host may cancel the Course upon at least 30 days’ written notice to Exos prior to the Course Date, subject to Host paying Exos a $500 administrative fee. Exos may cancel or reschedule the Course upon 30 days’ notice to Host, including because the paid attendees are less than 75% of the Total Seating Capacity. Attendees of a canceled Course may select another course or request a full refund of prepaid Course fees.
Force Majeure
Any delays in or failure of performance by either party under this Agreement shall not be considered a breach hereof if and to the extent caused by occurrences such as utility failure, natural disasters, labor strike, pandemic or epidemic or similar events that are beyond the reasonable control of such party.
Confidentiality & IP
Host may have access to Exos program materials and content, including but not limited to, written handouts, programs, lectures, audio-visual content and other Exos proprietary information (collectively, the “Exos Materials”) and Exos logos and other trademarks (collectively, “Exos Marks”), all of which shall be the sole and exclusive property of Exos. This Agreement does not convey to Host any rights of ownership to the Exos Materials or the Exos Marks. Host agrees that it will not: (1) copy, modify, publish or create derivative works from the Exos Materials, including but not limited to, posting them on the Internet (e.g., Facebook, YouTube) except as needed to promote the Course using Exos-approved materials; or (2) photograph, film, record or otherwise capture in any format any Exos Materials, including but not limited to recording the Course or any Exos Materials. Further, Host will not register any domain names that include the Exos Marks or make any other intellectual property registrations based on or similar to them. Subject to the foregoing, Exos hereby grants Host a revocable right to use the Exos Marks solely to advertise the Course, in all cases only in a positive light and in accordance with all Exos written brand guidelines at: https://pages.teamexos.com/exosmediakit. Upon termination or expiration of this Agreement, Host will within 10 days erase or destroy all copies of Exos Materials and certify in writing to Exos that it has done so.
General Terms
This Agreement is governed by the laws of the State of New York, USA. Any dispute between the parties will be adjudicated exclusively in the state or federal courts located in New York County, New York, and each party consents to personal jurisdiction and venue therein and confirms that they do not constitute an inconvenient forum. This Agreement does not establish a joint venture, partnership, or employee/employer relationship between the parties. Host shall indemnify, defend and hold harmless Exos and its affiliates, employees, officers, directors, shareholders, licensees and agents from and against any damage, loss, cost, liability and/or expense (including attorneys’ fees) for any claims arising out of or in connection with the acts or omissions of Host, or its affiliates, invitees, employees, officers, directors, shareholders, licensees and agents. Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other; provided that Exos may assign not less than all of its rights and obligations under this Agreement to a successor to its business. OTHER THAN WITH RESPECT TO VIOLATIONS OF THE PARAGRAPH ABOVE CAPTIONED CONFIDENTIALITY & IP, (1) NEITHER PARTY OR ITS AFFILIATES WILL HAVE ANY LIABILITY ANY LOST PROFITS, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN ADVISED OF THE POSSIBILITY THEREOF AND (2) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) TWO TIMES THE FEES PAID OR PAYABLE TO EXOS HEREUNDER OR (B) $500. All provisions of this Agreement that are intended by their nature to survive expiration or termination will survive, including all payment obligations and all provisions under the headings Confidentiality & IP and General Terms, it being further understood that if Exos has granted Host any exclusivity under this Agreement, that such exclusivity shall not survive. This Agreement constitutes the entire understanding between the parties and cannot be amended or modified unless approved in a writing signed by an officer of both parties.
[End of Agreement]