Terms & Conditions
Services Agreement
is made between Breakout Experiences, Inc., a District of Columbia Corporation, and the Company signing the proposal. Both agree as follows:
Independent Contractor
Breakout will perform the services as an independent contractor, and none of Breakout's personnel will be considered an employee of the Company. Nothing in this agreement shall be deemed in any way to constitute Breakout acting as an agent of the Company.
Confidentiality
Both parties in this agreement shall treat all information regarding the other party's business and operations as confidential. Each party shall not disclose any relevant confidential information to any third parties that is:
not within the public domain
under the obligation to be disclosed due to any laws or regulations, rules of any stock exchange or orders of governmental authorities
or is required to be disclosed by either party to its shareholders, investors, legal counsels or financial advisors, provided that the shareholders, investors, legal counsels or advisors are bound by similar confidentiality obligations.
This section shall survive the termination of this agreement for any reason.
Marketing
The Company agrees that Breakout may identify the Company as a corporate customer on its website and other marketing materials and hereby grants Breakout a royalty-free, perpetual, non-exclusive, worldwide license to use its name and logo for such purpose.
Limitation of Liability
Breakout shall not be liable for any special, indirect, consequential, incidental or punitive damages or damages for harm to business, lost profits, opportunities, savings, data or revenues or other similar indirect damages arising in connection with this Agreement regardless of the form of action, whether in contract, warranty, strict liability or tort, including without limitation negligence or any kind, whether active or passive, and regardless of whether the parties knew or should have known of the possibility that such damages could result. The Company agrees that Breakout’s liability to the Company under this Agreement for any type of damages whatsoever, regardless of the form of action, shall not exceed the total payments actually made by the Company to Breakout for this agreement.
Interruption of Service
Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.
Payment
The company shall pay Breakout the fees detailed in the signed proposal according to the schedule detailed below:
50% due within 2 weeks of signing the contract
50% due 30 days upon completion of the event
Breakout will secure pre-authorization for any expense it will incur outside of the approved budget. Breakout will charge a 15% administrative handling fee on all expenses.
Billing is based on your estimated number of participants at the time of booking, plus any additional attendees who participate. Hosted events have a 10-person billing minimum.
Cancellation and Rescheduling
Cancellation Fees:
21 or more days before event: Free
8 to 20 days before event: 50% of the estimated cost
7 or fewer days before event: 100% of the estimated cost
Any kits shipped before cancellation will be billed at full cost.
Rescheduling Fees:
15 or more days before event: Free
8 to 14 days before event: $150
7 or fewer days before event: $250
Self-Led Events: Date changes can be accommodated if kits can be delivered on time.
Hosted Events: Date changes require confirmation of host availability and may incur extra fees.
Services
The parties may from time to time, upon mutual written agreement, agree to supplement, modify, substitute or otherwise change any of the services. Breakout reserves the right at its sole discretion to subcontract third parties to assist in the performance of any of the services.