Passport Venue Agreement
This Passport Agreement is made by and between Two Parts, LLC with an address of 2400 Curtis St, Studio 6, Denver CO 80205 ("Two Parts") and the Venue (Each a "Party" and collectively "the Parties").
Upon submitting the Venue Application, your venue desires to be included in the 2018 Winter Passport Program being produced and marketed by the Passport Program, a program wholly owned and operated by Two Parts, to be valid from Friday, December 1, 2017 through Thursday, March 15th, 2018 ("the Term"). In consideration thereof, the Parties agree as follows:
1. Passport Inclusion. Two Parts agrees to include Venue in the Passport and advertise a specific discount or promotion available to holders of the Passport (“the Promotion”). Venue agrees to honor the Promotion for the entirety of the Term, with option to opt out, via venue signup application, for New Year's Eve 2017 and Valentine's Day 2018.
2. Use of Marks. Venue grants to Two Parts 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 Passport, including but not limited to the use of Venue Marks in the Passport, and on Two Parts websites and marketing materials in connection with the promotion of the Passport. After the Term Two Parts 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 Passport.
3. Indemnification. Two Parts 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 Two Parts. Venue agrees to indemnify, defend, and hold harmless Two Parts 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.