SAFETY AND SECURITY
Event Host is solely responsible for Event Host’s safety and the safety of Event Host’s guests and invitees, and their property. CIC is not responsible for providing security of any type, and is not responsible for theft, injury or damage to persons or property, arising from use of the Location, or of any facilities, roads, sidewalks, streets, parking lots, or surrounding premises. CIC reserves the right to require Event Host, as a condition precedent to permission to use the Location, to provide adequate security for the Event.
FORCE MAJEURE & INCLEMENT WEATHER
For any inclement weather occurrence in which both CIC and the Event Host choose to postpone the event, any amounts already paid by Event Host will be applied to the rescheduled date. This rescheduled date must be mutually set within three (3) months of the original Event Date. If Event Host chooses to cancel due to inclement weather on a date that CIC remains open for business, the Event Host is responsible for paying 50% of the Grand Total.
Neither Party shall be deemed in default of this Agreement, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations due to earthquake, pandemic, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of the Party, provided that the party relying upon this provision:
- Gives prompt written notice thereof, and
- Takes all steps reasonably necessary to mitigate the effects of the force majeure event.
In the event Event Host defaults on any obligation hereunder, then CIC shall have the sole right to cancel Event Host’s right to use the Location and immediately terminate this Agreement. Notwithstanding the foregoing, CIC may, in its exclusive discretion, offer the Event Host reasonable notice and opportunity to cure, if it so wishes.
Event Host agrees to comply with CIC’s rules and regulations and all applicable city, county, state, and federal laws and shall conduct no unlawful or illegal act at the Location.
LIMITATION ON DAMAGES
Under no circumstances shall CIC, its officers, directors, shareholders, members, managers, employees, agents, successors, assigns, affiliates, parent companies or subsidiaries, be liable for consequential, special, indirect, exemplary, or punitive damages, whether in contract or tort, or any other legal theory, even if such party has been advised of the possibility of such damages. The maximum extent of CIC’s liability under this Agreement shall not exceed three times the amount of the Grand Total.
WAIVER OF SUBROGATION
Event Host hereby (i) waives on behalf of itself and its insurer(s) (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action, or cause of action against CIC and/or the Indemnified Parties (as defined below) for any loss or damage relating to the Event including, in every instance, any such loss or damage that may be caused by the negligence of CIC and/or the Indemnified Parties; and (ii) agrees to cause appropriate clauses to be included in all of its insurance policies as necessary.
WAIVER OF WARRANTIES
The Location is provided to Event Host on an “as is” basis. CIC makes no warranties or representations concerning the Location, any equipment to be used for the Event, any provided staff or services, or of any other matter not explicitly warranted herein.
No failure or delay by either party to exercise any right or enforce any obligation shall impair or be construed as a waiver of that or any other right of that party.
Event Host shall indemnify and hold CIC, its landlord, building owners, officers, directors, shareholders, members, managers, employees, agents, successors, assigns, clients, affiliates, clients of affiliates, parent companies and subsidiaries (an “Indemnified Party” or collectively, the “Indemnified Parties”), harmless of and from and against any and all liabilities, damages, costs, expenses, penalties, losses, claims, demands, actions, proceedings, or any threat thereof, arising out of, related to, or resulting from this Agreement, the Event, and/or Event Host’s use of the Location excluding such liabilities, damages, costs, expenses, penalties, losses, claims, demands, actions, proceedings, or any threat thereof which arise from an Indemnified Party’s gross negligence or willful misconduct. In the event any Indemnified Party is required to appear or file any action in court in order to enforce any provision of this Agreement, Event Host agrees to pay such Indemnified Party all reasonable attorneys’ fees, court fees and costs of suit incurred by such Indemnified Party.
Event Host hereby submits to mandatory, binding arbitration, to take place according to the rules and procedures of the American Arbitration Association (the “AAA”) and otherwise in accordance with the terms of this Agreement. The arbitration shall be made before a single arbitrator, as mutually selected by the parties, or as otherwise provided by the AAA, and shall take place in Cambridge, Massachusetts, unless another location is mutually agreed by the Parties.
In the event of a dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its costs and fees, including its reasonable attorneys’ fees, and all collection expenses and interest.
JURISDICTION AND VENUE
This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts. The exclusive venue of any action or other proceeding shall be in the courts of Cambridge in the County of Middlesex, in the Commonwealth of Massachusetts.
In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall be unimpaired and remain in full force and effect.
This Agreement does not constitute a partnership, joint venture, or any other business relationship other than that of independently contracting parties. Event Host shall have no authority to bind CIC in any way, and shall not hold itself out as having any authority to bind CIC. Once signed by both Parties, this Agreement will constitute a binding contract between the parties. The Agreement may not be modified, amended or changed except by a written document executed by all the parties to the Agreement. Event Host shall not assign this Agreement, in whole or in part, without CIC’s prior written consent. Any attempt to do so shall be null and void. CIC may assign this Agreement, in whole or in part, without Event Host’s consent. By executing below, the representative of each Party signing below, warrants and represents that it is duly authorized and has the requisite approval to bind the entity which it represents.
Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by courier, or by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of.
Cambridge Innovation Center
Attn: Timothy Rowe
1 Broadway, 14th Floor, Cambridge, MA 02142
With an additional copy to:
Cambridge Innovation Center
Attn: Stas Gayshan, General Counsel
1 Broadway, 14th Floor, Cambridge, MA 02142