By signing up your venue to The PR Net venues database, you are entering a referral agreement between The PR Net and your venue.
The PR Net may, from time to time, refer sales from potential customers to your venue, pursuant to which The PR Net would be entitled to a fee in the event that such sales lead results in a transaction between your venue and a Prospect, for which your venue receives a fee, fees or compensation for an event, products and/or services;
The PR Net may from time to time refer Prospects to your venue by (a) connecting Prospect to your venue via The PR Net website, (b) direct introduction; or (c) otherwise suggesting that Prospect connects with your venue and The PR Net notifies your venue that The PR Net has recommended that Prospect connect with your venue (in either event, a “Referral”).
In the event that your venue enters into an agreement for Prospects to utilize one of your venues, and for your venue to otherwise provide goods or services to Prospect in connection with Prospects’ use of the venue(s), Your venue shall pay a fee (the “Referral Fee”) to The PR Net as follows:
For each Referral, ten percent (10%) of your venue’s compensation.
For the purposes of this Agreement, “Your venue’s Compensation” shall mean the fees charged by your venue to Prospects for the provision by your venue of event space and food & beverages, less the cost of event staff, to Prospect, and shall exclude any fees paid to your venue from a Prospect related to any other contracts your venue has with third parties for the provision of certain goods or services at the particular venue where a Prospect is having an event. The Referral Fee shall be paid to The PR Net within thirty (30) days of receipt of the entire Compensation from Prospect.
The initial term of this Agreement shall be for one (1) year from the date of approval of the venue to The PR Net venues database. This Agreement shall automatically renew for additional one (1) year terms following the expiration of the initial term. This Agreement may be terminated by either party at any time upon ten (10) days written notice. Upon termination of this Agreement, The PR Net and your venue shall work in good faith to produce an agreed-upon list of all prospects introduced by The PR Net to your venue for ease of tracking Referral Fees due and owing after termination of this Agreement only; a failure to agree upon such a list shall not alter The PR Net’s rights to Referral Fees in accordance with the terms of Section 2 above, which shall control and survive termination of this Agreement.
The PR Net shall have no authority to negotiate the terms of or enter into any agreements, obligations or commitments on your venue’s behalf, without your venue’s express prior written consent. The PR Net and your venue both acknowledge that they may enter into referral agreements or other similar arrangements with other parties. The PR Net and your venue acknowledge and agree that the relationship created by this Agreement is that of an independent contractor. Nothing contained in this Agreement shall be construed to constitute either party as an employee or partner or joint venture of or with the other party. Neither party shall have any authority to bind the other in any respect, it being intended that each party hereto is and shall remain an independent contractor responsible for its own actions.
Limitation of Liability.
Except for a party’s indemnification obligations or a breach of confidentiality, under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from Referrals contemplated by this Agreement.
Both parties agree to keep the terms of this Agreement confidential unless otherwise required by Law. The terms of confidentiality shall survive termination of this Agreement.
Entire Agreement; Governing Law; Miscellaneous.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and may not be altered or amended except in writing agreed to by both parties. This Agreement and performance hereunder shall be governed by the laws of the State of New York, without regard to conflicts of laws. Except with respect to injunctive relief (which must be sought only in the state or federal courts located in the City, State and County of New York), any action or proceeding based on claim or dispute that arises under this Agreement shall be resolved through arbitration before the American Arbitration Association in New York, New York utilizing the expedited commercial rules, with the prevailing party in any such action or proceeding entitled to recover the reasonable attorneys’ fees and costs incurred by such party in the course of prosecuting or defending any lawsuit or arbitration brought under this Agreement. This Agreement may be executed in one or more counterparts, with PDF, electronic, and facsimile agreements acceptable, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.