Terms of Use and Venue Agreement

TERMS OF USE
(Effective May 22, 2010)

1.INTRODUCTION AND ACCEPTANCE

[VenueAgent LLC] (“VenueAgent”, "we”, “us and “our") offers you access to its interactive
online websites, applications and services. These Terms of Use, together with our Privacy Policy
and any additional terms which might apply to certain products or services, govern your use of
our websites (“Website”) or any of our mobile widgets or other applications (“Applications”) –
together, our “Services”. Our Services include VenueAgent.com and all other locations on which
we place these Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES.
BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE
FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS
OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION
TITLED “AMENDMENTS; ADDITIONAL TERMS”. IF YOU DO NOT AGREE TO BE
BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES.

2.INTELLECTUAL PROPERTY

Our Services and associated content (and any derivative works or enhancements of the same)
including, but not limited to, all text, illustrations, files, images, software, scripts, graphics,
photos, sounds, music, videos, information, content, materials, products, services, URLs,
technology, documentation, and interactive features included with or available through our
Services (collectively, the “Service Content”) and all intellectual property rights to the same are
owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names
and trade dress that may appear in our Services are owned by us, our licensors, or identified
third parties. Except for the limited use rights granted to you in these Terms of Use, you shall
not acquire any right, title or interest in our Services or any Service Content. Any rights not
expressly granted in these Terms of Use are expressly reserved.

(A)Our Services are provided for your personal, non-commercial use only. We may offer
certain portions of our Services at no charge and others for a one-time fee, on a subscription
basis or under any other lawful pricing structure. In all instances, our Services are not being
sold to you; rather, you are being granted or purchasing a limited license to use our Services. In
addition, unless we specifically tell you otherwise, the use of any of our paid Services does not
transfer across operating systems and/or different equipment (e.g., mobile devices, computers,
etc.). For example, unless we specifically tell you otherwise, the use of our mobile Application
is limited to the relevant device and/or operating system you are using at the time you purchase
a license to use the Application.

(B)When using our Services, you agree to comply with all applicable federal, state, and local
laws including, without limitation, copyright law. Except as expressly permitted in these Terms
of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create
derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise
exploit Service Content for any purpose whatsoever without obtaining prior written consent
from us or, in the case third-party content, its applicable owner. In certain instances, we may
suggest, ask or otherwise permit you to download, install or print Service Content. In such
a case, you may do so only in the manner authorized and for your non-commercial use only.
You acknowledge that you do not acquire any ownership rights by downloading, installing or
printing Service Content.

(C)Furthermore, except as expressly permitted in these Terms of Use, you may not:

remove, alter, cover, or distort any copyright, trademark, or other proprietary
rights notice we include in or through our Services or Service Content;

circumvent, disable or otherwise interfere with our security-related features
including, without limitation, any features that prevent or restrict the use of or
copying of any software or other Service Content;

use an automatic device (such as a robot or spider) or manual process to copy
or “scrape” the Website or Service Content for any purpose without our express
written permission;

collect or harvest any personally identifiable information from our Services
including, without limitation, user names, passwords, email addresses;

solicit other users to join or become members of any commercial online service or
other organization without our prior written approval;

attempt to or interfere with the proper working of our Services or impair,
overburden, or disable the same;

decompile, reverse engineer, or disassemble any portion of our software or other
Service Content, or our Services;

use network-monitoring software to determine architecture of or extract usage
data from our Services;

encourage conduct that violates any local, state or federal law, either civil or
criminal, or impersonate another user, person, or entity (e.g., using another
person’s Membership (as defined below);

violate U.S. export laws, including, without limitation, violations of the Export
Administration Act and the Export Administration Regulations administered by
the Department of Commerce; or

engage in any conduct that restricts or inhibits any other user from using or
enjoying our Services.

(D)You agree to fully cooperate with us to investigate any suspected or actual activity that is in
breach of these Terms of Use.

4.USER REGISTRATION

(A)In order to access or use some features of our Services, you may have to become a registered
user. If you are under the age of thirteen, then you are not permitted to register as a user or
otherwise submit personal information.

(B) If you become a registered user, you will provide true, accurate and complete registration
information and, if such information changes, you will promptly update the relevant registration
information. During registration, you will create a user name and password (a “Membership”).
You are responsible for safeguarding and maintaining the confidentiality of your Membership.
You are solely responsible for the activity that occurs under your Membership, whether or not
you have authorized the activity. You agree to Contact Us immediately if you become aware of
any breach of security or unauthorized use of your Membership.

(A)We may now or in the future permit users to post, upload, transmit through, or otherwise
make available through our Services (collectively, “submit”) messages, text, illustrations, data,
files, images, graphics, photos, comments, sounds, music, videos, information, content, and/
or other materials (“User Content”). Subject to the rights and license you grant herein, you
retain all right, title and interest in your User Content. We do not guarantee any confidentiality
with respect to User Content even if it is not published through our Services. It is solely your
responsibility to monitor and protect any intellectual property rights that you may have in your
User Content, and we do not accept any responsibility for the same.

(B)You shall not submit any User Content protected by copyright, trademark, patent, trade
secret, moral right, or other intellectual property or proprietary right without the express
permission of the owner of the respective right. You are solely liable for any damage resulting
from your failure to obtain such permission or from any other harm resulting from User Content
that you submit.

(C)You represent, warrant, and covenant that you will not submit any User Content that:

(i) violates or infringes in any way upon the rights of others, including, but not limited
to, any copyright, trademark, patent, trade secret, moral right, or other intellectual
property or proprietary right of any person or entity;

(ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive
of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise
objectionable;

(iii)encourages conduct that would constitute a criminal offense, give rise to civil liability or
otherwise violate any law;

(iv)is an advertisement for goods or services or a solicitation of funds;

(v) includes personal information such as messages which identify phone numbers, social
security numbers, account numbers, addresses, or employer references;

(vi)contains a formula, instruction, or advice that could cause harm or injury; or

is a chain letter of any kind.

Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user
from using or enjoying our Services will not be permitted.

(D)By submitting User Content to us, simultaneously with such posting you automatically
grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free,
perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to
use, reproduce, distribute, create derivative works based upon (including, without limitation,
translations), publicly display, publicly perform, transmit, and publish the User Content (in
whole or in part) as we, in our sole discretion, deem appropriate including, without limitation,
(1) in connection with our business; and (2) in connection with the businesses of our successors,
parents, subsidiaries, and their related companies. We may exercise this grant in any format,
media or technology now known or later developed for the full term of any copyright that
may exist in such User Content. Furthermore, you also grant other users permission to access
your User Content and to use, reproduce, distribute, create derivative works based upon,
publicly display, publicly perform, transmit, and publish your User Content for personal, non-
commercial use as permitted by the functionality of our Services and these Terms of Use.
Notwithstanding the foregoing, you waive any and all claims you may now or later have in
any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User
Content.

(E)By submitting User Content, you also grant us the right, but not the obligation to use your
biographical information including, without limitation, your name and geographical location
in connection with broadcast, print, online, or other use or publication of your User Content;
provided, however, that all such uses (including use of data on playlists, genre(s) and other User
Content we automatically collect) will be consistent with the terms of our Privacy Policy.

(F)We reserve the right to display advertisements in connection with your User Content and
to use your User Content for advertising and promotional purposes. You acknowledge and
agree that your User Content may be included on the websites and advertising networks of our
distribution partners and third-party service providers (including their downstream users).

(G)We have the right, but not the obligation, to monitor User Content. We have the right in our
sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access
to any User Content.

6.SERVICE CONTENT & THIRD PARTY LINKS

(A)We provide our Services including, without limitation, Service Content for educational,
entertainment and/or promotional purposes only. You may not rely on any information and
opinions expressed through any of our Services for any other purpose. In all instances, it is
your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any
Service Content. Under no circumstances will we be liable for any loss or damage caused by
your reliance on any Service Content.

(B)In many instances, Service Content will include content posted by a third-party or will
represent the opinions and judgments of a third-party. We do not endorse, warrant and are not
responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice,
or statement offered through our Services by anyone other than our authorized employees or
spokespersons while acting in their official capacities.

(C)Our Services may link or contain links to other websites maintained by third parties. We
do not operate or control, in any respect, or necessarily endorse the content found on these
third-party websites. You assume sole responsibility for your use of third-party links. We are
not responsible for any content posted on third-party websites or liable to you for any loss or
damage of any sort incurred as a result of your dealings with any third-party or their website.

You agree to indemnify and hold harmless VenueAgent and its officers, directors, employees,
parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their
related companies from and against any and all claims, liabilities, losses, damages, obligations,
costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to,
or that may arise in connection with: (i) your use of our Services; (ii) User Content provided
by you or through use of your Membership; (iii) any actual or alleged violation or breach by
you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or
covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully
with us in the defense of any claim that is the subject of your obligations hereunder.

8.DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE

RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING
AND TO THE FULLEST EXTENT PERMITTED BY LAW, PARKVU AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS,
DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED
COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1)
WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (2)
WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY,
USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR
SERVICE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES
FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED
THROUGH OUR SERVICES; (5) WARRANTIES CONCERNING THE ACCURACY OR
RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR
SERVICES; (6) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE
OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN OUR SERVICES OR
SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.

9.LIMITATION ON LIABILITY

(A)UNDER NO CIRCUMSTANCES SHALL PARKVU OR ITS OFFICERS, DIRECTORS,
EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION
PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE
LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED
WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR
DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION,
SERVICE CONTENT IS TO STOP USING OUR SERVICES. SUCH LIMITATION
SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF
GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR
SERVICES OR ANY LINKS PLACED IN OUR SERVICES, AS WELL AS BY REASON
OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN
CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES.
SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED
BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A
THIRD-PARTY USING OUR SERVICES.

(B)NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN
NO EVENT SHALL THE CUMULATIVE LIABILITY OF PARKVU AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS,
DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED
COMPANIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM

YOU BY PARKVU DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR
$100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT
OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES
OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE
CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE
PERMANENTLY BARRED.
(C)In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of
the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent
permitted by law.

(A)We reserve the right in our sole discretion and at any time to terminate or suspend your
Membership and/or block your use of our Services for any reason including, without limitation
if you have failed to comply with the letter and spirit of these Terms of Use. You agree that
VenueAgent is not liable to you or any third party for any termination or suspension of your
Membership or for blocking your use of our Services.

(B)Any suspension or termination shall not affect your obligations to us under these Terms
of Use. The provisions of these Terms of Use which by their nature should survive the
suspension or termination of your Membership or these Terms of Use shall survive including,
but not limited to the rights and licenses that you have granted hereunder, indemnities, releases,
disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions
in the Section titled “MISCELLANEOUS”.

11.COPYRIGHT POLICY

(A)We respect the intellectual property rights of others and expect users to do the same. In
appropriate circumstances and at our sole discretion, we may terminate and/or disable the
Membership of users suspected to be infringing the copyrights (or other intellectual property
rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may
remove or disable access to material on any of our websites or hosted on our systems that may
be infringing or the subject of infringing activity.

(B)In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United
States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright
infringement that are reported to the agent that we have designated to receive notifications of
claims infringement (its “Designated Agent”). Our Designated Agent is:

VenueAgent LLC
Joe Cates
3044 Sundance Blvd.

(C)If you are a copyright owner (or authorized to act on behalf of the copyright owner) and
believe that your work’s copyright has been infringed, please report your notice of infringement
to us by providing our Designated Agent with a written notification of claimed infringement
that includes substantially the following:

A physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work claimed to have been infringed, or,
if multiple copyrighted works at a single online site are covered by a single
notification, a representative list of such works at that site.

Identification of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be disabled,
and information reasonably sufficient to permit us to locate the material.

Information reasonably sufficient to permit us to contact you, such as an address,
telephone number, and, if available, an electronic mail address at which you may
be contacted.

A statement that you have a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its agent, or the
law.

A statement that the information in the notification is accurate, and under penalty
of perjury, that you are authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the
DMCA. Inquiries that do not follow this procedure may not receive a response.

12.CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of _KY__
without regard to its conflict of laws rules. Any legal proceedings against VenueAgent that may
arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall
be brought exclusively in the state and federal courts of [Boone County, Ky] and you waive any
jurisdictional, venue, or inconvenient forum objections to such courts.

13.DISPUTE RESOLUTION & MANDATORY ARBITRATION

(A)
We each agree to first contact each other with any disputes and provide a written
description of the problem, all relevant documents/information and the proposed resolution. You
agree to contact us with disputes by contacting us at the address provided in these Terms of Use.

We will contact you based on the contact information you have provided us.

(B)
If after 30 days the parties are unable to resolve any dispute raised under the previous
provision, the dispute may be submitted to arbitration consistent with this Section. The parties
understand that they would have had a right or opportunity to litigate disputes through a court
and to have a judge or jury decide their case, but they choose to have any disputes resolved
through arbitration.

We each agree that any claim or dispute between us, and any claim by either of us
against any agent, employee, successor, or assign of the other, including, to the full
extent permitted by applicable law, third parties who are not signatories to this
agreement, whether related to this agreement or otherwise, including past, present, and
future claims and disputes, and including any dispute as to the validity or applicability of
this arbitration clause, shall be resolved by binding arbitration administered by the JAMS
under its rules and procedures in effect when the claim is filed. The rules and procedures
and other information, including information on fees, may be obtained from JAMS’
website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

We are entering into this arbitration agreement in connection with a transaction involving
interstate commerce. Accordingly, this arbitration agreement and any proceedings
thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.
Any award by the arbitrator(s) may be entered as a judgment in any court having
jurisdiction.

Exception to Arbitrate. Either of us may bring qualifying claims in small claims court.
Further, as set forth below, we each agree that any arbitration will be solely between you
and VenueAgent, not as part of a classwide claim (i.e., not brought on behalf of or
together with another individual's claim). If for any reason any court or arbitrator holds
that this restriction is unconscionable or unenforceable, then our agreement to arbitrate
doesn't apply and the classwide dispute must be brought in court.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE
DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH
THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A
REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT,
ARBITRATION OR OTHER PROCEEDING.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

16.AMENDMENT; ADDITIONAL TERMS

(A)We reserve the right in our sole discretion and at any time and for any reason, to modify or
discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition,
we reserve the right to provide you with operating rules or additional terms that may govern
your use of our Services generally, unique of our Services, or both (“Additional Terms”). Any
Additional Terms that we may provide to you will be incorporated by reference into these
Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the
Additional Terms will control.

(B)Modifications to these Terms of Use or Additional Terms will be effective immediately
upon notice, either by posting on the Website, notification by email or through any of our
Applications. It is your responsibility to review the Terms of Use from time to time for any
changes or Additional Terms. Your access and use of our Services following any modification
of these Terms of Use or the provision of Additional Terms will signify your assent to and
acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any
Additional Terms, immediately discontinue use of our Services and, if applicable, terminate
your Membership.

(A)No waiver by either party of any breach or default hereunder shall be deemed to be a waiver
of any preceding or subsequent breach or default. The section headings used herein are for
convenience only and shall not be given any legal import.

(B)Except where specifically stated otherwise, if any part of these Terms of Use is unlawful
or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be
stricken and that the remaining terms in the Terms of Use shall not be affected.

(C)These Terms of Use (including the Privacy Policy and any Additional Terms incorporated
by reference) constitute the entire agreement of the parties with respect to the subject matter
hereof, and supersede all previous written or oral agreements between us with respect to such
subject matter.

(D)You may not assign these Terms of Use or assign any rights or delegate any obligations
hereunder, in whole or in part, without our prior written consent. Any such purported
assignment or delegation by you without the appropriate prior written consent will be null and
void and of no force and effect. We may assign these Terms of Use or any rights hereunder
without your consent and without notice.

VENUE PARTICIPATION AGREEMENT



Thank you for your interest in participating as an available venue (“Venue”, “you”) for users of VenueAgent.com (the “Website”), which is operated by VenueAgent, LLC (“VenueAgent”, “us”, “we”, “our”).  Your participation as a Venue is subject to our Website Terms of Use and the terms of this agreement (“Agreement”).  Where any provision of this Agreement conflicts with the Terms of Use, the terms of this Agreement shall govern.





Space Availability.  You shall make your meeting, banquet or other space(s) displayed on the Website (“Space”) available for booking to VenueAgent’s customers, including, without limitation, Website users (“Users”).  



Information. You are solely responsible for the accuracy and completeness of the information (e.g., your business, space, rates, etc.) provided to VenueAgent and/or displayed on the Website concerning your space’s facilities and the nature of the space (your “Listing”).  If any of the information in your Listing is incorrect, inaccurate, misleading or omits material information, you shall immediately update your Listing and provide us notice of the same. 

VenueAgent makes no warranties or representations regarding its services and/or Website, or its ability to obtain reservations for any space.
Fee. Venue Membership rates apply per listing. The Fee shall be due and payable monthly. A credit card must be held on file for all subscribing venues. Cancel anytime.

Intellectual Property License. You hereby grant to VenueAgent, a limited, assignable and sub-licensable, royalty-free, non-exclusive right and license to use the name, logos, trademarks, and images (including photographs) provided by you to us for purposes of to identifying and promoting your Space on the Website or otherwise marketing your Space, the Website, or VenueAgent’s goods and services.



Submitted Materials.  You represent and warrant that the materials and content provided to VenueAgent and/or included in your Listing do not: (i) violate any federal, state or local law or regulation; (ii) infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; and (iv) include any false, misleading, defamatory, libelous, slanderous or threatening information.



Insurance Coverage.  You represent and warrant that you and any other owner or operator of the Space has liability insurance coverage in an amount that is consistent with industry practice.
Ability to Contract.  You represent and warrant that you have the full power, capacity, authority and right to enter into this Agreement, and that you have not done or permitted anything to be done that may curtail or impair any of the rights of any other party under this Agreement.
Indemnification.  You shall at all times indemnify and hold harmless the other Parties from and against any and all claims, losses, damages, liabilities, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of any breach by you of any warranty or representation made by you in this Agreement or any other act or omission by that Party.



Confidentiality: Without the express written consent of VenueAgent, you shall not disclose or allow the disclosure to any third party, or use other than as specifically permitted in this Agreement, any confidential, proprietary or trade secret information of such disclosing party.  You shall not be liable for the disclosure of any confidential, proprietary or trade secret information if such information (i) becomes publicly available without the receiving party's breach of any obligation owed to the disclosing party, (ii) became known to receiving party prior to disclosing party’s disclosure of such information, (iii) became known to receiving party from a source other than disclosing party where such source did not breach an obligation of confidentiality owed to disclosing party, or (iv) is independently developed by the receiving party.



Term: This Agreement will remain in effect until terminated by either party. In such instances, termination shall be effective when the Listing is entirely removed from the Website. 

No Relationship.  This Agreement does not create a joint venture or agency relationship between or among the parties. You hereby acknowledge that VenueAgent provides  advertising, and other promotional information to Users and potential Users for multiple spaces, including your competitors, and that VenueAgent has no obligation to disclose any terms relating to its relationship with any other party.



Modification.  In certain instances it may be necessary to update or modify this Agreement to reflect updates to our business practices and policies, and for other reasons.  We also may, in some instances, need to provide you with operating rules, guidelines, policies or additional terms that govern your participation in our Venue program (“Additional Terms”). You agree that we may at any time provide you with Additional Terms, or update or modify this Agreement, as appropriate or necessary via posting on the Website.  To the extent any Additional Terms conflict with this Agreement, the Additional Terms will control.



General Provisions/Forum Selection and Governing Law.  This Agreement shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules.  Any legal proceedings against VenueAgent that may arise out of, relate to, or be in any way connected with our Website or this Agreement shall be brought exclusively in the courts of Cincinnati, Ohio and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Assignment.  VenueAgent may freely assign this Agreement including, without limitation, any of its rights or obligations hereunder.  You may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of VenueAgent, and any such purported assignment in violation of this Section shall be void.  Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

Survival.  Upon termination of this Agreement, any and all terms and conditions of this Agreement that expressly or by their nature are intended to survive such termination or expiration will remain in full force and effect.



Amendment.  Except as provided in this Agreement, no modification or amendment to this Agreement will be valid unless in writing and, if sought to be enforced against VenueAgent, signed by VenueAgent.  VenueAgent’s posting of a revised agreement on its Website shall constitute a writing for purposes of this Section, and your continued participation shall constitute your acceptance of the revised agreement.

Entire Agreement.  This Agreement together with the Website’s Terms of Use, constitute the entire agreement and understanding between the parties regarding the subject matter hereof, and supersedes and merges all prior discussions and agreements between them relating thereto.