ACCEPTANCE OF TERMS AND CONDITIONS
CHANGES TO TERMS AND CONDITIONS
Pure Flix Alliance Payment Portal may, from time to time, change these Terms and Conditions. Such revisions shall be effective immediately; provided however, for existing members, such revision shall, unless otherwise stated, be effective 30 days after posting.
REFUNDS AND CHANGES
Theater-Booking Agent Agreement, Terms and Conditions
CAREFULLY READ THE FOLLOWING AGENCY AGREEMENT. ALL EVENT HOSTS WHO BOOK THEATER EVENTS WITH PURE FLIX ENTERTAINMENT/PINNACLE PEAK/QUALITY FLIX CONSENT TO BE BOUND TO THIS THEATER-BOOKING AGENT AGREEMENT AND EVENT HOST BECOMES A PARTY TO THIS AGREEMENT. IF EVENT HOST DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, EVENT HOST SHOULD NOT BOOK AN EVENT WITH PURE FLIX/ PINNACLE PEAK / QUALITY FLIX.
This Agency Agreement (the “Agreement’) is between [Pure Flix Entertainment LLC] (“Agent”) and [Organization’s name] (“Event Host”). The parties may be individually referred to herein as “Party,” or collectively referred to as “Parties.” For and in consideration of the mutual covenants herein set forth, the parties hereby agree as follows.
Event Host is seeking to plan and host a group sales event (the “Event”) at one or more motion picture exhibitor venues (the “Exhibitor”) featuring a screening of a Pure Flix Entertainment motion picture.
Event Dates: The Event shall be held on the date or dates selected by Event Host and agreed by Agent (the “Event Dates”).
Event Venues: The Event shall be held at the location or locations selected by Event Host and agreed by Agent (the “Event Venues”).
Movie Title and Format: The Movie shall be that Pure Flix Entertainment motion picture selected by Event Host in the format selected by Event Host from among the available formats (the “Movie”).
Number of Attendees: The Event Host anticipates that there will be a certain number of attendees as set forth in the agreed final event proposal.
Event Agenda: The Event Host shall set the timing and sequencing of the event on the final event proposal.
Other Services and Details: The Event Host may request other services and requirements on the final event proposal.
ENGAGEMENT AND DUTIES OF AGENT:
Event Host hereby employs Agent and Agent hereby accepts engagement as Event Host’s exclusive booking agent for the Event.
Agent agrees to use reasonable efforts in the performance of the following duties: obtaining offers from exhibitors, negotiating the rental agreement with the exhibitors; and; advising, aiding, counseling, and guiding Event Host with respect to the Event.
Agent will maintain office area, staff, and facilities reasonably adequate for the rendition of such services.
Agent will not accept or execute an agreement with an exhibitor. Event Host will enter the contract directly with the Exhibitor, and have all obligations with the Exhibitor, etc.
Agent may render similar services to others and may engage in other businesses and ventures.
COMPENSATION OF AGENT:
Event Host shall not pay any sums to Agent. Agent’s sole compensation shall be paid by Exhibitor with respect to the group ticket sales included as part of Event Host’s agreement with the Exhibitor.
This Agreement will terminate after Event Host enters an agreement with the Exhibitor, except for the sections that survive such termination, including sections 5, 6, and 7. Prior to entering an agreement with the Exhibitor, Event Host may cancel this Agreement at any time. Prior to Event Host entering into an agreement with the Exhibitor, Agent may terminate this agreement on five days’ notice to Event Host.
INSURANCE & INDEMNITY:
Event Host represents, warrants, and agrees that it shall obtain and maintain or cause to be obtained and maintained liability insurance from a qualified insurance company with coverage amounts and policy provisions no less favorable than the applicable Exhibitor’s minimum requirements and otherwise consistent with the requirements of events similar to the Event, such as comprehensive general liability, vehicle liability, and other coverages. Upon Agent’s request, Event Host shall cause the insurance carrier or carriers to name Agent as an additionally named insured. Should Event Host fail to obtain or maintain such insurance policy in conformity with this paragraph, Agent may obtain appropriate insurance policies, and Event Host shall reimburse Agent for the policy premiums and other costs of the policies.
Event Host agrees to forever defend, indemnify, and hold harmless Agent and any of Agent’s parents, affiliates, licensees, or assignees, and Agent’s respective owners, shareholders, members, managers, officer, directors, employees, and agents from and against all third party claims, losses, liabilities, actions, judgments, costs and expenses or any kind including without limitation reasonable outside attorney’s fees and costs) (collectively, “Claims”) arising out of or in connection with any actual or alleged (i) willful, unlawful, or illegal act committed by Event Host or other third party (ii) negligence of Event Host, of (iii) breach any of Event Host’s representations, warranties, obligations, or performances set forth in this Agreement.
Event Host acknowledges and agrees that Agent makes no express or implied representation, warranty, guaranty, or agreement as to the services provided under this Agreement. Neither does Agent guarantee the performance by any exhibitor in which Event Host enters an agreement for the Event.
Event Host is aware of the risks associated with conducting the Event and entering an agreement with Exhibitor. Event Host agrees on behalf of itself, its parent, affiliates, licensees, or assignees, and Event Host’s respective owners, shareholders, members, managers, officers, directors, employees, and agents to release from all liability and covenant’s not to sue Agent and any of Agent’s parents, affiliates, licensees, or assignees, and Agent’s respective owners, shareholders, members, managers, officers, directors, employees, and agents from any and all claims, including claims of Agent’s negligence, resulting in any damages or economic loss. Event Host assumes all related risks, both known and unknown to Event Host.
Recitals. The Recitals to this Agreement are incorporated and made a part hereof.
Assignment. Event Host may not assign or sublicense all or any portion of its rights and obligations under this Agreement without the prior written consent of Agent.
Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.
Rectification and Severability. In case of any mistake in this Agreement, including any error, ambiguity, illegality, contradiction, or omission, this Agreement shall be interpreted as if such mistake were rectified in a manner which implements the intent of the parties as nearly as possible and effects substantial fairness, considering all pertinent circumstances. Except as expressly provided to the contrary herein, if any of the provisions of this agreement should be held invalid or in violation of law by any court or other tribunal of competent jurisdiction, this Agreement and all other terms and provisions thereof shall nevertheless remain in full force and effect.
Relationship of Parties. Nothing herein contained shall be construed to create a joint venture or partnership between the parties hereto. Neither of the parties shall hold itself out contrary to the terms of this provision, by advertising or otherwise nor shall Event Host or Agent be bound or become liable because of any representations, acts or omissions of the other party.
Captions. The captions of the various paragraphs and sections of the Agreement are intended to be used solely for convenience of reference and are not intended and shall not be deemed for any purpose whatsoever to modify or explain or to be used as an aid in the construction of any provisions.
Language. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the context in which they are used may require. The words “shall” and “will” are used interchangeably in this Agreement and both have the same mandatory meaning. The language in all parts of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against Agent or Event Host.
Amendments in Writing. This Agreement cannot be altered, changed, modified, or amended in any way whatsoever except by a written instrument duly signed by authorized officers of Agent and Event Host.
Legal Fees. In the event of any conflict or action between the parties, the prevailing party shall be entitled to recoup its reasonable Attorney Fees and court costs and expenses from the non-prevailing party. In this Agreement the term “Attorneys’ Fees” includes, but is not limited to, the following: attorney fees, costs, and expenses, such as court costs, accounting fees, discovery costs, paralegal costs, deposition costs, expert fees, preparation for deposition and trial, appellate costs, trial costs, exhibit preparation, costs of investigating a matter, and similar costs allowed by law and other amounts incurred in enforcing any right under this Agreement.
1.1 Jurisdiction and Venue: Only the courts in Maricopa County, Arizona courts (state and federal) or the courts in the county of the applicable Event Venue (state and federal) shall have jurisdiction over controversies regarding this Agreement. Any proceeding involving such a controversy shall be brought in those courts and not elsewhere. The Parties submit to the jurisdiction of the courts in Maricopa County, Arizona (state and federal) and those in the county of the applicable Event Venue.
Confidentiality. Agent and Event Host acknowledge that the terms and conditions of this Agreement and all information and data provided by each party to the other pursuant to this Agreement (collectively, “Confidential Information”) are confidential. Agent and Event Host agree that neither Party will use confidential Information for any purpose other than in connection with the performance of its obligations or the exercise of its rights under this Agreement, or disclose Confidential Information to any person other than its officers, employees, agents, representatives, wholesalers, retailers, exhibitors, licenses, financiers and permitted assignees on a need-to-know basis only, or unless compelled by law, subpoena, or court order to disclose same.
This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and it supersedes all previous or contemporaneous representations, understandings, or agreements, oral or written, between the parties regarding the subject matter of this Amendment. Any prior or contemporaneous agreements, representations, or understandings, oral or otherwise, not appearing, or expressly incorporated by reference, herein, are void or expressly waived by execution of this Agreement.
10.2 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial; Confidentiality.
This Agreement, and all transactions contemplated hereby, shall be governed by, construed, and enforced in accordance with the laws of the State of California without regard to principles of conflict of laws. In connection with any controversies or disputes arising hereunder, the parties irrevocably consent to the sole and exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, and agree to submit to the personal jurisdiction and venue of such courts. Where allowable by law, each of the parties hereto irrevocably waives all right to trial by jury in any proceeding arising out of or relating to this Agreement. The parties further agree to not make any statements of any type to the trade, the media or members of the public regarding any controversy, dispute, or proceeding between them, or reasonably related hereto, breach of this provision entitling Company/Distributor/Studio at its election to equitable and injunctive relief as well as money damages to the maximum extent allowable by law. The prevailing party in any action or proceeding shall be entitled to prompt reimbursement of its actual, reasonable and verifiable legal fees and costs and other expenses.
10.2 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial; Confidentiality.
This Agreement, and all transactions contemplated hereby, shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware without regard to principles of conflict of laws. In connection with any controversies or disputes arising hereunder, the parties irrevocably consent to the sole and exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, and agree to submit to the personal jurisdiction and venue of such courts. Where allowable by law, each of the parties hereto irrevocably waives all right to trial by jury in any proceeding arising out of or relating to this Agreement. The parties further agree to not make any public statements of any type to the trade, the media or member of the public regarding any controversy, dispute, or proceeding between them, or reasonably related hereto, breach of this provision entitling Company/Distributor/Studio at its election to equitable and injunctive relief as well as money damages to the maximum extent allowable by law. The prevailing party in any action or proceeding shall be entitled to prompt reimbursement of its actual, reasonable and verifiable legal fees and costs and other expenses.