2018 DSW X Passport Venue Agreement

This Passport Agreement is made by and between The Passport Program LLC with an address of 2400 Curtis St, Studio 6, Denver CO 80205 ("Passport Program LLC"), Denver Startup Week with an address of 1515 Arapahoe St, Tower 3, Suite 100, Denver CO 80202 (“DSW”), and the Venue (each a "Party" and collectively "the Parties"). Passport Program LLC and DSW shall be collectively referred to as the “Producer”.

Upon submitting the Venue Application, your venue desires to be included in the 2018 Denver Startup Week Field Guide being produced and marketed by the Producer, to be valid from Monday, September 24, 2018 through Sunday, September 30th, 2018 ("the Term").  In consideration thereof, the Parties agree as follows:

1. Field Guide Inclusion. Producer agrees to include Venue in the Field Guide and advertise a specific discount or promotion available to holders of the Field Guide (“the Promotion”). Venue agrees to honor the Promotion for the entirety of the Term.

2. Use of Marks. Venue grants to Producer a limited right to use during the term of this Agreement its trademarks, trade names, service marks, logos or other identifying marks (“Venue Marks”) in connection with the Field Guide, including but not limited to the use of Venue Marks in the Field Guide, and on Producer websites and marketing materials in connection with the promotion of the Field Guide. After the Term Producer shall have the limited right to use Venue Marks on its websites and other marketing materials, solely for the purpose of demonstrating Venue’s inclusion in the Field Guide.

3. Indemnification. Producer agrees to indemnify, defend, and hold harmless Venue and its officers, employees, and contractors from and against any and all claims, losses, and damages arising out of or from the gross negligence or willful misconduct of Producer. Venue agrees to indemnify, defend, and hold harmless Producer and its officers, employees, and contractors from and against any and all claims, losses, and damages arising out of or from the gross negligence or willful misconduct of Venue.

4. Warranty. Venue represents and warrants that it will not sell alcoholic beverages at any discount or rate in violation of any applicable government law or regulation.

5. Miscellaneous. This Agreement is governed by Colorado law and constitutes the Parties’ entire agreement with respect to the subject matter hereof. The courts of Denver County, Colorado have exclusive jurisdiction over this Agreement. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected. This Agreement is signed by electronic signature and will be deemed signed as of the date on which the online application accompanied by the electronic signature is submitted.

AGREED as of the date when online application is submitted.