Cydcor Events Staffing Terms & Conditions

Version 0.01 (August 2024)

These Cydcor Events Staffing Terms & Conditions (“Terms”) apply to all applicable statement(s) of work, sales orders or other order forms, including any and all exhibits or attachments thereto, that reference these Terms (“Ordering Document”) and collectively form a binding contract (the “Agreement”) between the Client described in the Ordering Document and Cydcor LLC (“Cydcor,” together with its affiliated entities, the “Cydcor Group”) with respect to any and all services performed by Cydcor as described therein. Client and Cydcor are referred to herein individually as a “Party” and collectively, as the “Parties.”

1. OBLIGATIONS OF THE PARTIES.
   
   a. Cydcor will manage campaigns to market/promote the Client’s products and services as described in an applicable Ordering Document (the “Offerings”), to actual and prospective customers (the “Customer(s)”) at mutually agreed to events (the “Events”), through its subcontractors (the “Subcontractors”) and their employees/contractors (the “Brand Ambassadors”, together with the Subcontractors, the “Network”). During the Term, and in accordance with the provisions of these Terms and the Ordering Document(s), Cydcor will provide the services described in each Ordering Document (collectively, the “Services”). Each Ordering Document will describe the (i) specific Services to be performed, (ii) the term, (iii) fees/expenses, (iv) reporting requirements if applicable, (e) type of Events, including the geographic regions in which the Services are authorized (the “Territories”) and (v) any other provisions applicable to the Ordering Document.
   
   b. Cydcor shall be solely responsible for directing the Network on all matters and shall use commercially reasonable efforts to cause the Network to comply with all applicable codes of conduct as may be reasonably required by Client and/or the Event location. All such codes of conduct, including updates, must be provided in writing to Cydcor (email sufficient).
   
   c. If requested in the Ordering Documents, Cydcor shall provide sufficient and well-trained staff to service, in an efficient and timely manner, inbound calls/emails to resolve any customer questions/issues received by the Parties related to Cydcor Group in the performance of or with respect to the Services. Such phone number shall be set forth in the Ordering Document and may be modified by Cydcor from time to time in Cydcor’s sole discretion.
   
   d. Cydcor will be responsible for payments to the Network.
   
   e. Upon Client’s request for any or no reason, Cydcor shall promptly remove any Brand Ambassador from performing Services under the Ordering Document(s). If Client has a reasonable basis to believe that a Brand Ambassador has engaged in misconduct, Client will provide detailed notice to Cydcor setting forth any supporting documentation, findings and conclusions.
   
   f. Events shall be sourced by Client; if the Parties mutually agree that Cydcor shall source any Events for Client’s approval, additional fees and costs may apply as set forth in the Ordering Documents.
   
   g. If the Services include direct sales, Client shall (i) provide an operable procurement process and associated sales materials for Cydcor Group to refer Customers who express an interest in the Offerings; (ii) be responsible for any installation/activation/delivery and Customer’s use of the Offerings; (iii) be responsible for providing sufficient and well-trained staff to service, in an efficient and timely manner, inbound calls / email inquiries which shall be directed by the Parties to the phone numbers or email address(es) set forth in each Ordering Document to answer / resolve all Customer inquiries related to the Offerings unless specific to the conduct of the Cydcor Group which shall be directed to Cydcor; and (iv) ensure the Offerings to Customers are at least as favorable for the Customer as, those publicly advertised or offered for the Offerings.
   
   h. Client shall obtain any third-party consents and complete all necessary filings/licensing procedures with respect to the trade names, service marks, logos, slogans, brands, trademarks and other identifying symbols and indicia provided or authorized by Client for Cydcor Group’s use for purposes of the Agreement (the “Marks”).
   
   i. Client shall provide initial training to Cydcor on Client’s Offerings, policies, and any other issues (and prompt updates thereto, in the event of change) relevant to carrying out the Services.
   
   j. Client will ensure that, except as authorized by Cydcor, communication from the Client and its Affiliates to the Network will be directed exclusively to / through Cydcor.
   
   k. Client represents and warrants that it has full power and authority and has obtained all required consents from any Event owners or hosts (including retailers) to authorize Cydcor Group and the Network to perform the Services as contemplated by this Agreement.
   
   
2. COMPENSATION AND INVOICING.
   
   a. In consideration for the Services rendered by Cydcor, Client shall pay to Cydcor all Fees and Expenses due each as described in the applicable Ordering Document pursuant to the terms and in accordance with the applicable Ordering Document. Unless otherwise expressly provided in an Ordering Document, Client shall pay for all fees for Services performed during the term of the Ordering Document, including all Expenses incurred and, if applicable, all Customers referred on or prior to the termination date (even if the Fee realization event for referrals occurs after the term of the Ordering Document).
   
   b. Invoice Frequency. Cydcor will submit invoices to the Client as set forth in the Ordering Document.
   
   c. Payment of Invoices. Unless otherwise provided in the applicable Ordering Document, all payments hereunder will be made on or before fifteen (15) days of Client’s receipt of the invoice. All late payments shall bear interest at the lesser of the rate one point five percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Cydcor Group for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
   
   d. Client will pay all federal, state, and local taxes arising out of any sale of the Offerings.
   
   
3. TERM.
   
   a. These Terms shall continue from the initial effective date until and shall expire 30 days following the termination of the last remaining Ordering Document.
   
   b. Unless otherwise expressly stated in the Ordering Document, either Party may terminate an Ordering Document at any time for their convenience upon no less than thirty (30) days prior written notice.
   
   c. In addition to any remedies that may be provided in the Agreement, either Party may terminate any particular Ordering Document or the Agreement with immediate effect upon Notice to the other Party, if the other Party: (i) fails to pay any amount when due under the Agreement and such failure continues for five (5) days after the other Party’s receipt of Notice of nonpayment; or (ii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
   
   d. A termination of the Agreement in accordance with the provision of this Section 3 shall terminate all Ordering Documents issued pursuant to these Terms.
   
   
4. INDEPENDENT CONTRACTOR. Cydcor Group is an independent contractor and not an employee, agent or joint venture or partner of the Client. Cydcor Group is not a provider of the above-described Offerings and does not undertake any obligation to provide any Offerings or fulfill any obligation to Customers under the agreements between Client (including, its Affiliates and agents) and Customers. “Affiliate” of a specified person or entity means any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, the specified person or entity. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the controlled person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise. A person or entity shall be presumed to control another person or entity if the first person or entity, directly or indirectly, owns or holds more than 50% of the voting securities or partnership or other ownership interests of the second person or entity.
   
   
5. CONFIDENTIALITY. All non-public, confidential, or proprietary information of a Party or its Affiliates disclosing such information (“Disclosing Party”) to the other Party or its Affiliates (“Receiving Party”), including, but not limited to, documents, data, business operations, financial forecasts and other financial data, customer lists, pricing, and discounts disclosed by Disclosing Party or its Affiliates to Receiving Party or its Affiliates, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and that is designated, or otherwise identified as “confidential,” in connection with the Agreement (provided, that, for such information disclosed orally, the Disclosing Party must expressly state in writing to the Receiving Party within one week from disclosure that such information is to be treated as confidential), as well as the terms and conditions of the Agreement (collectively, “Confidential Information”), is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized by Disclosing Party in writing. Notwithstanding anything to the contrary herein, with respect to the Cydcor Group, Cydcor’s Confidential Information shall include all non-public contact information relating to its Network (including without limitation the Brand Ambassadors) whether or not such information is identified as confidential. Upon Disclosing Party’s request, Receiving Party shall promptly return all such Confidential Information. This Section shall not apply to information that is: (i) in the public domain; (ii) known to Receiving Party at the time of disclosure on a non-confidential basis; or (iii) rightfully obtained by Receiving Party on a non-confidential basis from a third party. If Receiving Party is legally compelled by applicable law, by any court, governmental agency, or regulatory authority or by subpoena or discovery request in litigation, Receiving Party may disclose Confidential Information which it is legally obligated to disclose. For avoidance of doubt, the Parties intend, acknowledge, and agree that the confidentiality provisions contained herein specifically supersede and shall control over any prior agreement between the Parties related to non-disclosure or confidentiality of each party’s (and its Affiliate’s) information / materials disclosed or provided on or after the initial effective date of the first Ordering Document.
   
   
6. OWNERSHIP OF EVENT MEDIA. The parties acknowledge and agree that Cydcor and/or the Network may photograph, record or otherwise document their performance of the Services at the Events (the “Media”), and Cydcor shall exclusively own all titles, interests and rights to any such Media that does not display the Client’s Marks. Client acknowledges and agrees that Cydcor may publish the Media for any legal purpose in any medium, including but not limited to advertising, marketing materials, online websites, and social networking sites without any obligation to the Client, including but not limited to paying fees, interest or royalties to the Client. Client waives any and all claims against Cydcor for its use of said Media. If the Client desires to use any Media, the Parties will set forth the terms of payment for Cydcor’s creation of the Media in the Ordering Documents.
   
   
7. NON-EXCLUSIVITY. The Parties acknowledge that their relationship will be non-exclusive and that the Cydcor Group will not be dedicated to any specific campaign of Client.
   
   
8. NON-SOLICITATION. Without the prior written consent of Cydcor, during the term of the Agreement and for two years thereafter, Client, and its parent, affiliates and subsidiaries, or any of them will not, directly or indirectly, solicit or induce any of Cydcor’s or any Subcontractors’ current or former employee or independent contractor (the “Protected Parties”) to leave the employment or their relationship with Cydcor or the Subcontractors, as the case may be, or, directly or indirectly, hire or retain any such person. “Former” for purposes of this clause will mean those individuals who had been employed or engaged by Cydcor or any of the Subcontractors within the prior one year from the date of inquiry, solicitation, inducement or hire/retention. Client acknowledges and agrees that violation of this provision could create irreparable harm to Cydcor and/or the Subcontractors and acknowledges and agrees that this provision is reasonable in protecting Cydcor and/or the Subcontractors from such harm. With respect to the foregoing provision, if the final judgment of a court of competent jurisdiction declares any part of the provision hereof is invalid or unenforceable, the Parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the provision shall be enforceable as so modified. If such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business, and other purposes of such invalid or unenforceable term.
   
   
9. INDEMNIFICATION. Each party hereto and its affiliates, and their respective successors and assigns (the “Indemnifying Parties”), will defend, indemnify and hold harmless the other party hereto, its respective officers, directors, employees, representatives, agents, successors and assigns (the “Indemnified Parties”) from and against any and all fees, expenses, judgments, losses, settlements, damages, liabilities, or claims of any nature, including reasonable attorneys’ fees (collectively, the “Damages”) that are threatened, initiated or brought by any entity or person who is not a party to the Agreement that are caused by an Indemnifying Party and that constitute a breach (or a claim that, if true, would be a breach) of the Indemnifying Party’s obligations under the Agreement. Each party shall be responsible for the acts / omissions of its employees, contractors, representatives, agents and other third parties directly or indirectly retained by it as if the party’s own acts / omissions in connection with the Agreement.
   
   
10. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary in the Agreement, neither Party will be liable to the other for any indirect, consequential, incidental, or punitive damages arising from the Agreement. Moreover, except for indemnified Damages set forth above, each Party’s total liability in connection with the Agreement will be limited to the lesser of (a) proven direct damages, or (b) the amount paid or payable by Client under the Agreement during the twelve (12) months prior to the start date of the alleged damages. The foregoing limitation applies to all causes of action and claims.
    
    
11. INSURANCE. Each Party shall, at its own cost and expense, maintain such occurrence-based insurance necessary to cover their entire obligations and responsibilities under this Agreement. At a minimum, each Party represents and warrants that such insurance shall include the following: (a) Workers’ Compensation at the statutory limits; (b) General Commercial Liability (including bodily injury & property damage, product & advertising liability) at $2,000,000 Each Occurrence and $4,000,000 Aggregate Annually; and (c) Umbrella Excess Liability at $5,000,000 Combined Single Limit. Each Party will obtain the insurance coverage set forth in this Section from an insurance carrier with a minimum A.M. Best Company rating of A-. The insurance and indemnification provisions of this Agreement are separate and independent covenants, and it shall not be necessary for either Party to exhaust the insurances available to such Party before calling upon the other Party to honor such Party’s indemnification obligations under this Agreement. Upon written request, each Party will provide proof of its liability coverage to the other Party.
    
    
12. COMPLIANCE WITH APPLICABLE LAWS.
    
    a. Each Party shall be responsible for complying with all laws / regulations related to its industry (“Applicable Laws”) and with respect to its performance in connection with the Agreement, including, without limitation, all laws / regulations related to the use and security of any end user/customer data (including personally identifiable information) in its possession or control.
    
    b. Client shall be solely responsible for all Applicable Laws related to its industry, the Offerings, and the Events, including, without limitation, (i) ensuring its scripting (including, the scripting or materials it provides / authorizes for Cydcor’s use) are accurate and legally compliant, (ii) informing Cydcor of any laws / regulations related to the Services that arise from Client’s products / services / industry, (iii) completing all registrations, filings, licensing and similar procedures related to the Offerings, (iv) obtaining all consents from Event owners or hosts (including, from any retailers) required for the Cydcor Group / Network’s performance at the Events, and (v) providing the Offerings to Customers in accordance with Client’s representations to Customers (including, Client’s websites and/or marketing materials).
    
    
13. MISCELLANEOUS.
    
    a. All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to Client at the email addresses set forth on the Ordering Document (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section) and all Notices to Cydcor must go to: [email protected]. All Notices must be delivered by email and are deemed to have been given immediately upon transmission.
    
    b. The Agreement and all matters arising out of or relating to the Agreement are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions of such State. All disputes which cannot be resolved through good faith negotiations, will first be submitted to mediation, and if not successfully mediated will then be resolved by an arbitrator selected by the Parties. Any claim under this contract must be settled by binding arbitration in accordance with the Arbitration Rules and Procedures of Judicial Arbitration Mediation Services (“JAMS”). The arbitration will take place in Los Angeles County, California. A judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties specifically waive the applicable California Code of Civil Procedure sections dealing with arbitration. Any claim of either Party not raised in writing and served upon the other within one (1) year of the date such party became (or should reasonably have become) aware of the act / omission giving rise to the claim will be deemed waived and may not thereafter be brought before any court, agency, or arbitrator. For purposes of arbitration, the parties are entitled to file responsive pleadings, cross complaints, demurs, motions to strike, and motions for summary judgment. Additionally, the parties are permitted to conduct discovery pursuant to state and federal law. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS ARBITRATION AGREEMENT WILL OPERATE TO WAIVE ITS RIGHT TO HAVE ITS DISPUTES LITIGATED IN A COURT OR JURY TRIAL. This Section will not be construed to limit or restrict the right of any party to obtain immediate temporary or preliminary injunctive relief or to seek equitable remedies which may be necessary to enforce rights under or provisions of the Agreement.
    
    c. The Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
    
    d. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, Cydcor may assign the Agreement to any other entity within the Cydcor Group. The Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
    
    e. The rights and remedies of the Parties are cumulative. The exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it at the same time or different times, of any other rights or remedies provided by law or equity for the same default or any other default by the other Party.
    
    f. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    
    g. Any terms and conditions of the Agreement, which by their nature extend beyond the termination of the Agreement, shall survive the termination or the Agreement, including, without limitation, Sections 2(a), 2(c) – (3), 5-12.
    
    h. The Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Client acknowledges and agrees that Cydcor Group has not made any representation, inducement, promise, understanding, condition, or warranty other than as expressly set forth in the Agreement and Client has not relied upon any such representation, inducement, promise, understanding, condition, or warranty in entering into the Agreement. Further, and without limiting the foregoing, Client acknowledges and agrees that any oral or written statements Cydcor Group has made or will make regarding Customers, sales and/or revenue that may be generated are estimates only and no sales, customer or revenue figures are warranted or guaranteed in connection with the Agreement in any way.
    
    i. The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.
    
    j. All conflicts between an Ordering Document and these Terms will be resolved in favor of these Terms and then the Ordering Document unless explicitly provided in an applicable Ordering Document.