Exos Events and Speakers Agreement

This agreement (the “Agreement”) is dated as of the date of full execution of an applicable Order Form referencing this Agreement, and is made between Exos Works, LLC, a Delaware limited liability company located at 2629 E. Rose Garden Lane, Phoenix, AZ 85050 (“Exos,” “we,” “us” or “our”) and the party listed as “Client” in such Order Form (“Client,” “you” or “your”). See defined terms below. Capitalized terms used but not defined in this Agreement shall have the meaning given to them in the Order Form. 

1. Services. 
   1. Exos will use commercially reasonable efforts to provide the Services described in the applicable Order Form to Client or its designated employees as applicable. 
   2. If applicable, to receive the Services, Client or its employees, as applicable, will complete Exos’ orientation and onboarding which will include their acknowledgement of Exos’ privacy policy at legal-docs.teamexos.com/privacy-policy, terms of service at legal-docs.teamexos.com/terms-of-service and other documents.
2. Term and Termination. The term of the Order Form is set forth therein. Either party may terminate any Order Form for cause (a) upon notice to the other Party of a material breach by the other Party if such breach remains uncured 30 days after the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors not discharged within 60 days. All Terms intended by their nature to survive such termination, including all payment obligations, indemnities, liability limitations and provisions regarding Confidential Information shall survive.
3. Fees; Expenses; Invoicing. Client agrees to pay Exos all amounts set forth in the applicable Order Form for the Services described therein (the “Fees”), by the due date specified therein, together with any applicable taxes. Any late payment is a material breach of these Terms, and Exos may charge interest thereon at 1.5% per whole or partial month, or the highest rate allowed by law, whichever is less.
4. Mutual Representations. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and constitutes a binding agreement enforceable against such Party, (b) no approval of any third party is required for such Party to perform this Agreement and (c) the performance of this Agreement does not and will not violate any other agreement by which it is bound. 
5. Confidential Information. 
   1. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”) which is in tangible form and designated as confidential, and all information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, but in all cases excluding information that: (a) was already known to Recipient at the time of disclosure; (b) is obtained by Recipient from a third party not under a duty of confidentiality to Discloser; (c) is or becomes available to the public other than by violation of any rights or duty owed to Discloser; or (d) is independently developed by the Recipient without the use of the Confidential Information. Without limiting the foregoing, the terms of this Agreement and each Order Form are Exos’ Confidential Information.
   2. Recipient will protect Discloser’s Confidential Information from unauthorized use, access or disclosure in the same manner as it protects its own Confidential Information, and with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, Recipient may use Discloser’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement and will disclose such Confidential Information: (a) solely to the employees and/or contractors who need to know it and who are bound by terms of confidentiality intended to prevent the misuse of thereof; (b) as necessary to comply with any valid court order (provided Recipient first gives Discloser, where legally permitted, an opportunity to oppose such disclosure); or (c) as reasonably necessary to comply with any other applicable law or regulation. The foregoing controls over any non-disclosure agreement of the parties with respect to Confidential Information disclosed following the Effective Date. 
6. Disclaimer, Release, and Limitation of Liability.
   1. EXCEPT FOR THE REPRESENTATIONS IN SECTION 4, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING THAT CLIENT OR ITS EMPLOYEES WILL OBTAIN ANY PARTICULAR RESULTS. 
   2. NEITHER PARTY OR ITS AFFILIATES WILL HAVE ANY LIABILITY UNDER THE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, PERSONAL INJURY, DEATH OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING APPLIES TO ALL CLAIMS, KNOWN OR UNKNOWN, ANTICIPATED, OR UNANTICIPATED, RESULTING FROM OR ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES. NO ACTION  ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF A PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FIRST AROSE. 
   3. THE TOTAL LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF THE TERMS WILL NOT EXCEED THE FEES PAYABLE TO EXOS DURING THE 12 MONTHS PRIOR TO THE FIRST APPLICABLE CLAIM ARISING. SUCH LIMITATIONS APPLY IN THE AGGREGATE TO ALL CLAIMS BY A PARTY AND ITS AFFILIATES, AGENTS AND PRINCIPALS. THE PARTIES ARE RELYING ON THE FOREGOING ALLOCATION OF RISK IN SIGNING THESE TERMS.
7. Assignment. Each party may assign all of its rights and obligations under this Agreement and all Order Forms to a successor to all or substantially of its business with notice to the ​​other party. Any other assignment is void. Subject to the foregoing, this Agreement and any Order Forms will inure to the benefit of, and be binding upon, successors and permitted assigns.
8. Ownership & Publicity. 
   1. The Services are performed or licensed without transfer of ownership. As between the parties, Exos owns the Services, including any Proprietary Rights therein (e.g., techniques, know-how, procedures, methodologies). Nothing in this Agreement limits Exos’ right to develop, use, license, or otherwise exploit the Services. Exos reserves all rights not expressly granted herein. “Proprietary Rights” means all rights, title, and interest in and to the Services and all content therein, including, but not limited to, copyrights, trademarks, trade secrets, deliverables, documentation, processes, know-how or technology developed or owned by Exos or its Affiliates, and any modifications or derivative works thereof
   2. Client recognizes that, based on the nature of the Services, no materials or work product, tangible or intangible, or any other Proprietary Rights (collectively, “Materials”) are created specifically for Client under this Agreement. Therefore, all Materials that Exos creates or delivers as part of the Services are, from the moment of creation, Exos’ exclusive property, and Client hereby assigns any Proprietary Rights that it may acquire therein to Exos. Client likewise hereby assigns to Exos all Proprietary Rights in any suggestions or feedback it provides to Exos regarding the Services. 
   3. Client agrees that Exos may use Client’s and their employee’s name, image, likeness, logos and trademarks for promotional activities, subject to any written usage guidelines provided to Exos. Client may opt out at any time upon notice to legal-notices@teamexos.com, except for existing uses that are not practical to remove. 
9. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement will be effective against Exos or Client unless such modification, amendment or waiver is in writing signed by both parties either manually or via a third party e-sign platform. No waiver by either party of its exercise of any right or power under this Agreement will operate as a waiver of any other exercise of such right or power of such party. No delay on the part of either party in exercising any right or power under this Agreement will operate as a waiver thereof.
10. Governing Law and Jurisdiction. The Terms are governed by New York law and all disputes arising out of it shall be finally settled by one arbitrator appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; provided that no adequate remedy may exist at law for a breach of Sections 5 or 8, it would be difficult to determine any related damages, and therefore the non-breaching party is entitled to seek an injunction and no other remedies in any court of competent jurisdiction to prevent or restrain any such breach. Arbitration shall occur in New York County, New York. The arbitration shall be governed by the laws of the State of New York. Arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days.
11. Miscellaneous. The parties are independent contractors and not partners or agents. The rights and remedies under this Agreement are cumulative and not exclusive. The interpretation of this Agreement will not be construed against either party. “Including” means “including, without limitation.” For purposes of this Agreement, “Affiliate” means, any entity directly or indirectly controlled by, controlling, or under common control, and “Order Form” means any order form provided by Exos referring to this Agreement entered into by the parties.

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