Terms & Conditions for attendees to a Big Orange Square class
The person who registers and pays (“Attendee”) to attend and participate in the Big Orange Square class (the “Build Session”), to be hosted by a representative of Big Orange Square LLC (“Big Orange Square”), and as a condition thereto agrees to the terms and conditions set forth in this Build Session Agreement (this “Agreement”).
1. Terms of Participation. In consideration of Big Orange Square allowing Attendee to participate in the Build Session, Attendee agrees as follows:
(a) Activities engaged in by Attendee during the Build Session, or during breaks from the Build Session, may involve physical activities which Attendee may be incapable of performing or which may be harmful to Attendee. If at any time during the Build Session Attendee is concerned that a suggested or scheduled activity may be harmful to Attendee, Attendee must notify the Big Orange Square representative promptly and not engage in that activity. In addition, it is possible that accidental injury could occur during the Build Session. Attendee irrevocably agrees that Big Orange Square and its owners, managers, officers, employees and agents (collectively, “Related Parties”)and the other attendees at the Build Session shall have no liability or obligation in connection with any physical act or activity engaged in by Attendee while traveling to or from, during, or in connection with the Build Session, or any harm to Attendee therefrom, and Attendee hereby irrevocably waives and releases Big Orange Square, its Related Parties and other participants in the Build Session from any and all liability, and agrees to hold them harmless from all claims, liabilities and damages, in connection with the Build Session or arising therefrom.
(b) Big Orange Square and its Related Parties shall have no obligation or liability to Attendee with respect to actions or failures to act of travel service providers, the owners of the venue at which the Build Session is held, other Build Session participants, or other third parties.
(c) Any refreshments or meals provided before, during or following the Build Session may not be free of allergens or contaminants. Big Orange Square and its Related Parties shall have no liability for any adverse reaction of Attendee to the refreshments or meals, or for any impurity or harmful substance contained therein.
(d) If Attendee engages in behavior during the Build Session, or during breaks from the Build Session, that a Big Orange Square representative deems disruptive or offensive and refuses to cease such behavior after the Big Orange Square representative so requests, Attendee may be ejected from the Build Session.
(e) If an event beyond the control of Big Orange Square makes it impossible or impractical to hold the Build Session as scheduled, Big Orange Square will give Attendee as much notice as feasible of the delay or cancellation. Big Orange Square will have no obligation to compensate Attendee for any losses or costs, including unused hotel accommodations or travel, resulting from cancellation, rescheduling or delay of the Build Session by Big Orange Square.
2. Confidential & Personally Identifiable Information. “Confidential Information” means materials in all forms and media that are used, distributed to attendees or displayed during the Build Session and all other non-public information regarding Big Orange Square or its business that is identified as confidential or proprietary at the time of disclosure or which Attendee knew or should have known was considered confidential or proprietary by Big Orange Square. Attendee agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without Big Orange Square’s written consent and not to use any Confidential Information for any purpose except in connection with the Build Session.
(b) Information provided by Attendee to Big Orange Square and its personnel in connection with the Build Session registration process or during, before or after the Build Session may be used by Big Orange Square in its business generally, including for marketing and social media purposes. In addition, before, during and after the Build Session Big Orange Square and its personnel may take photographs and record audio, audiovisual and other media that includes images of and speaking by Attendee. Attendee irrevocably agrees to Big Orange Square’s use and sharing of such information, images and recordings, whether or not such information is in a form that is personally identifiable to Attendee or in which Attendee is clearly identifiable or audible, in Big Orange Square’s business, including for marketing and social media purposes, and irrevocably waives any rights and remedies Attendee otherwise would have to prevent or object to such use or as a result of such use.
3. Use of IP; Proprietary Rights; Non-Solicitation. (a) Big Orange Square may provide materials and related documentation before or during the Build Session in various formats and media (collectively, the “Build Materials”). Certain of the Build Materials may be subject to license terms stated in or on the Build Materials, or at a location identified in or on the Build Materials. If no license terms are otherwise specified, Attendee is hereby granted a nonexclusive, non-assignable, non-transferrable, non-sublicensable, revocable, royalty-free license to use such Build Materials in connection with the Build Session, which license expires on the first anniversary of the Build Session.
(b) Attendee may not copy, modify or distribute the Build Materials in whole or in part in any form or medium or create translations, condensations, excerpts or derivative works based on or containing any information in the Build Materials. Attendee agrees that Big Orange Square and its suppliers own and will continue to own all intellectual property rights and other interests in the Build Materials, subject only to the limited license granted to Attendee by Big Orange Square in this Section 3 or in the Build Materials. Attendee will not remove, alter, or obscure any proprietary rights notices of Big Orange Square or its suppliers on or in the Build Materials. Attendee acknowledges and agrees that all ideas, inventions, know-how, methodologies and processes, expressions and other intellectual property contained or disclosed in the Build Materials or created, displayed or disclosed by any person during or in connection with the Build Session, and all improvements, modifications, enhancements and derivative works made in connection therewith by any person, are the sole property of Big Orange Square.
(c) Attendee agrees that, in order to protect the trade secrets of Big Orange Square, Attendee shall not, directly or indirectly, solicit the employment or services of any employee or consultant of Big Orange Square, or encourage any such employee or consultant to leave or to cease or decrease his or her duties for Big Orange Square, during the one year period beginning on the date of the Build Session.
4. Limited Warranty; Warranty Disclaimer. Big Orange Square warrants that it will use commercially reasonable efforts to organize and conduct the Build Session in a good and workmanlike manner. BIG ORANGE SQUARE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE BUILD SESSION OR BUILD MATERIALS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation of Liability. NEITHER BIG ORANGE SQUARE NOR ANY OF ITS RELATED PARTIES SHALL HAVE ANY LIABILITY TO ATTENDEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF BIG ORANGE SQUARE AND ITS RELATED PARTIES ARISING FROM OR RELATING TO THIS AGREEMENT, THE BUILD SESSION AND THE BUILD MATERIALS EXCEED THE AMOUNT OF FEES PAID TO BIG ORANGE SQUARE BY ATTENDEE TO PARTICIPATE IN THE BUILD SESSION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
6. Term; Governing Law; Submission to Jurisdiction. The provisions of this Agreement, and the rights and obligations of the parties hereunder, shall survive the completion of the Build Session and remain in effect indefinitely. This Agreement and the parties’ rights and obligations thereunder will be governed by the internal laws of the State of Colorado without giving effect to any conflict of laws principles that would cause the laws of a different jurisdiction to apply. Any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in Denver, Colorado, and each party irrevocably submits to the jurisdiction of any such court and to venue therein in any such action or proceeding. If a claim or dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party. The remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
7. Entire Agreement; Amendment; Waivers. This Agreement sets forth the entire agreement of the parties as to the subject matter thereof, and supersedes any and all other agreements and communications between the parties as to such subject matter. This Agreement may be modified or supplemented only by a writing signed by both parties that refers to this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the parties intend that the invalid or unenforceable provision be modified by the court to the minimum extent required for it to be valid and enforceable, and for this Agreement as so reformed to continue in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing and reference this Agreement.
8. Notices. Any notice or other communication required or permitted under this Agreement must be given in writing to the other party at that party’s address set forth below, delivered by certified mail, return receipt requested, or by a courier service that tracks deliveries.