CITYREP AGREEMENT – Updated February 25 2022
This Agreement (“Agreement”) is made and entered between youbloom plc, an Irish public limited company with company number 469095, whose registered office is at 13 Classon House, Dundrum Business Centre, Dublin D14 X9F9, Ireland (hereinafter, “youbloom”); and CityRep applicant as named in the CityRep Application form (hereinafter, “You” or “Your”).
(A) youbloom is involved in the Business of live and online Show promotion;
(B) youbloom has developed and owns or licenses the Licensed Methods for use in operating a business (“Business”);
(C) youbloom grants to qualified third parties (hereinafter, “CityReps”) the right to use the Licensed Methods to operate a Business within the defined Territory; and
(D) youbloom desires to engage You as a CityRep, subject to the obligations contained within this
The Parties Agree:
1. DEFINITIONS AND INTERPRETATION
1.1 For purposes of this Agreement, the following terms will have the meaning as set forth below:
“A&R” means youbloom’s Artist and Repertoire team;
“Affiliates” where referred to in connection with a company means any holding company, subsidiary or other subsidiary of such holding company;
“Agreement” this instrument and any exhibits, addenda, riders or attachments to this Agreement as the same may be amended, modified or supplemented from time to time in accordance with the provisions of this Agreement;
“Artist” means a performer (either an individual or group) who has a signed an Artist Agreement in effect with youbloom;
“Artist Agreement” means a signed agreement entered into between an Artist and youbloom;
“Business” means using the Licensed Methods to operate a business within the defined Territory subject to the obligations contained within this Agreement;
“CityRep” means any qualified third parties, including You, who have been granted the right to use the Licensed Methods to operate a Business within the defined Territory;
“Change in Control” means, if the CityRep being granted rights under this Agreement is a company, a direct or indirect change in the beneficial ownership of more than 50% of the issued share capital of the company carrying voting rights or a change in the legal power to direct or cause the direction of the general management of the company;
“Commission” means the commission that youbloom pays you for Shows you have put on for youbloom, the amount of which will be seventy-five percent (75%) of Ticket Revenue (after payments to reseller affiliates as outlined in 11.4) minus:
(a) all direct expenses that youbloom incurs in connection with the Show, including but not limited to Artist compensation, performing rights organisation fees, fees paid to Hosts or MCs, liability insurance premiums and costs, and marketing fees or expenses that youbloom incurs in connection with sales of Tickets for the Show; and
(b) all amounts refunded to customers by youbloom for any reason in connection with the Show;
“Competitive Activity” any Business, company or firm or other entity carrying out a Business that directly competes with youbloom or is the same as or similar in nature to those that form a part of youbloom’s business or Licensed Methods or qualify as Competitive Activity;
“Confidential Information” the operations, marketing, materials and databases, advertising, development and related information including all youbloom related logins, that are developed and utilised in connection with the operation of the Business and the Show Management System, all aspects of the Licensed Methods, Membership Information, the terms of this Agreement, all youbloom or its affiliates’ proprietary information (whether in print, electronic form, or oral), and all proprietary Information not generally known outside of youbloom’s organisation, and all Proprietary Information so known only through improper means, shall be deemed “Confidential Information”;
“Copyrighted Materials” all manuals, Show Management System, Operations Manual, Licensed Methods, systems, logos, designs, marketing materials, layouts of advertising materials, copyrights, writings, recordings, binders, videos, website content, other web content, electronic files, agreements, forms, books, software and printed materials, etc., including all revisions, changes, modifications and derivatives of or to any of the foregoing, related to the Business or provided to You by youbloom, its designees or its Affiliates, including all additions, modifications, derivatives, alterations and improvements thereto;
“Customer Data” all data collected by you from Show customers;
“Default” any failure by you to comply with your obligations under this Agreement or the Show Management System;
“Dispute” any disputes, controversies or claims between youbloom, its Affiliates, shareholders, owners, officers, directors, agents, employees and attorneys (in their respective capacity), and You or your owners, owners, affiliates, officers, directors, agents and employees arising out of or related to this Agreement or any other agreement between the Parties relating to the Business or the relationship of the Parties hereto, arising out of the relationship of the Parties hereto, or arising out of the scope or validity of this Agreement or any other agreement between the Parties relating to the Business or the relationship of the Parties hereto or any provision thereof;
“Effective Date” the date this Agreement is executed by both Parties;
“Show” means any live or online concert, performance, or other gathering that is promoted, marketed, or conducted using the name “youbloom”;
“Host” means a person or company who owns or controls the Venue for a Show;
“Intellectual Property” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, Business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Enhancements” any new Intellectual Property to the operation or promotion or otherwise in relation to the Business or Licensed Methods or any derivatives thereof;
“Invention/Idea” any and all ideas, processes, trademarks, service marks, inventions, technology, computer hardware or software, original works of authorship, designs, formulas, discoveries, patents, copyrights, products, and all improvements, know-how, rights, and claims related to the foregoing that are conceived, developed, or reduced to practice by you, alone or with others, during the Term, that are created for youbloom only;
“Licensed Marks” means any registered and/or unregistered trademarks of youbloom;
“Licensed Methods” individually and collectively, the Show Management System, Confidential Information, Trade Secrets, Copyrighted Materials, Trademarks and all other related youbloom proprietary materials relating to the Business;
“Managing Party” if You are a partnership, corporation, limited liability company or other legal entity, the individual owner or partner of such partnership, corporation, limited liability company or other legal entity whom You designate to have management responsibility for operating the CityRep Business;
“Operations System” includes, without limitation, collectively, all directives, books, pamphlets, bulletins, memoranda, roll out guides, order forms, packing slips, invoices, letters, e-mail, Internet or Intranet data, manuals, electronic materials, written materials, audio, websites, other publications, documents, software programs, video tapes, transmittances or communications, in whatever form (including electronic form) prepared by or on behalf of youbloom for use in connection with the Business generally or for You in particular, setting forth information, advice and standards, requirements, marketing information and procedures, operating procedures, instructions or policies relating to the operation of the Business, use of the Licensed Marks or the Licensed Methods, as same may be added to, deleted or otherwise amended by youbloom from time to time;
“PostTermination Show” means any Shows scheduled to take place after the effective date of termination;
“Proprietary Information” all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the Business of youbloom, or any Affiliate, or its employees, clients, consultants, or Business associates, which was produced by any employee or consultant of youbloom in the course of his or her employment or otherwise produced or acquired by or on behalf of youbloom, including, but not be limited to: (i) formulas, teaching and development techniques, processes, trade secrets, computer programs, electronic codes, inventions, improvements, and research projects; (ii) information about costs, profits, markets, sales, and lists of customers or clients; (iii) Business, marketing, and strategic plans; and (iv) Consultant personnel files and compensation information;
“Show Management System” includes but not limited to: youbloom’s system for scheduling Shows, CityRep Dashboard, Venues, Artist selection, MC selection, Show profile creation, Marketing, Ticket sales, Payment processing and Post-Show reporting;
“Ticket” means a revocable consent to be admitted to a Show;
“Term” means the period from the Effective Date until the termination or expiry of this Agreement in accordance with its provisions;
“Territory” definition to be provided by reference to each licensee;
“Trade Secrets” any information, including systems, patterns, compilations, programs, methods, techniques or processes that both derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable;
“Venue” means a private residence, bar, restaurant, club, or other facility where a Show is held;
1.2 References to clauses and to schedules are references to clauses and to schedules of this Agreement.
1.3 References to persons shall include references to natural persons, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having a separate legal personality).
1.4 References to writing or written excludes fax but includes emails.
1.5 The subject headings to clauses in this Agreement are for the purposes of convenience only and do not form any part of this Agreement.
2.1 In consideration of the youbloom fees, and subject to the provisos set out further in this clause:
2.1.1 youbloom appoints You as youbloom’s licensee to organise, market, and hold Shows on behalf of youbloom within the Territory;
2.1.2 The Territory is defined as the territory described by the CItyRep applicant in the CityRep Application form.
2.1.3 youbloom appoints you as its licensee to organise, market, and hold Shows on behalf of youbloom within the territory. You may market your Shows outside of the Territory only as agreed in writing by youbloom. Subject to the CityRep’s compliance with this Agreement, youbloom grants the CityRep a non-exclusive, non-transferable, revocable, limited licence to use the Show Management System and Licensed Marks in connection with organising, marketing, and conducting Shows in your Territory;
2.1.4 Where agreed in writing in advance, You may co-brand your shows, following the youbloom Co-Branding Guidelines, which may change from time to time;
2.1.5 You agree to solely book Artists and MCs who are signed up to youbloomConnect (you are welcome to recruit artists, MCs to sign up to youbloom) and have been approved by youbloom A&R; and
2.1.6 You agree to use and follow the youbloom Show Management System including following all youbloom policies and procedures;
2.2 All transactions with artists, Hosts, venues and any other parties are subject to prior approval in writing by youbloom. The requirement of youbloom’s approval must be explained in advance to all parties.
2.3 You have no right or power to grant or sublicense to anyone else any rights to use the Show Management System or the Licensed Marks. You are prohibited from subcontracting Shows to others in the absence of youbloom’s prior written consent.
2.4 All intended promotional materials bearing any of the Licensed Marks or other references to youbloom or CityRep must be submitted to youbloom for approval at least fourteen (14) days before their intended use, unless the materials were prepared by youbloom or have been approved by youbloom within the previous six (6) months.
2.5 youbloom has the right to change or discontinue any of the Licensed Marks upon reasonable notice.
2.6 youbloom is free to use and grant others the right to use any component of the Business (including but not limited to the Licensed Marks, Show Management System, Artists, and MCs) at any location.
2.7 You agree not to contest the validity or ownership of the Licensed Marks or take any action detrimental to youbloom’s rights in the Licensed Marks. You may not, while this Agreement is in effect or at any time thereafter, anywhere in the world, apply to register or obtain or attempt to obtain ownership of any mark or trade name which is identical or similar to, or that is likely to be confused with or dilute, any of the Licensed Marks.
2.8 You agree to notify youbloom promptly if you become aware of (a) any unauthorised use of the Licensed Marks; (b) any use by others of similar marks; and (c) any challenge to the validity of the Licensed Marks or youbloom’s ownership of them. youbloom has the exclusive right, but no obligation, to initiate, direct and control any litigation or administrative proceeding relating to the Licensed Marks.
2.9 youbloom retains all rights not expressly granted to you by this Agreement. You acknowledge that all rights and revenues relating to the exploitation of the Licensed Marks and the Show Management System, including through Internet sites, publications and any other online, mobile, or electronic network, belong exclusively to youbloom.
2.10 Any enhancements, suggestion, change, idea, innovation that may work to improve youbloom Shows developed by you or your agents, contractors, employees, interns or volunteers or shareholders must be submitted to youbloom, and youbloom retains the sole decision whether to incorporate each enhancement into its Business. You hereby transfer all Intellectual Property and moral rights in any enhancements to youbloom without obligation to pay any compensation to you or your agents, contractors, employees, interns, volunteers or shareholders. You agree to sign and procure all relevant third parties to sign any documents youbloom may reasonably request to confirm youbloom’s exclusive ownership rights in the enhancement.
2.11 youbloom may authorise you to have limited administration of communications with media to enable you to perform your obligations hereunder; however, youbloom will have ultimate ownership and control over all electronic and other media and communications outlets relating to youbloom or the Licensed Marks, including, without limitation, social media accounts, online media, websites, and email systems. Unless expressly authorised by youbloom, you may not register, maintain or sponsor any URL, website, social media account, blog, email account, text address, smartphone app, or other electronic, mobile or Internet identifier that uses or displays any of the Licensed Marks or any derivative of the Licensed Marks or that promotes the Shows.
3. RELATIONSHIP BETWEEN YOU AND YOUBLOOM
3.1 You are an independent contractor operating under the licence granted in this Agreement. You are not an employee or “worker”. Nothing in this agreement may be construed as creating a relationship of employee and employer between you and youbloom or any partnership or joint venture. You are not an agent of youbloom and shall not hold yourself out as such.
3.2 You will determine your own program and operations at your own discretion, subject only to the terms of this Agreement, the applicable legal requirements, and the standards, procedures and policies that prescribe for the preservation of the goodwill associated with the Licensed Marks. Except for your obligation to keep to the Show Management System to organize, market and conduct shows and your related obligation to follow youbloom policies, youbloom does not assert the right to exercise control over the means or manner by which you conduct Business.
3.3 You are responsible for your own expenses under this Agreement. youbloom will not reimburse you for expenses.
3.4 You must take reasonable measures to ensure that your staff, including employees, consultants, interns and volunteers maintain the goodwill associated with the licensed brands, including following youbloom policies. You must make clear to all of your staff before recruiting and on an ongoing basis, that you, and not youbloom, are their employers and that youbloom does not assume and will not accept, the employer, the employer or the employer’s concurrent common obligations. You agree to indemnify youbloom, against any claim that youbloom is the employer, co-employer, or joint employer of you or any staff employed by you including any claim under the EU Acquired Rights Directive and any legislation implementing the same in any member state of the EU.
3.5 You must immediately advise youbloom of any agreements or partnerships that you have with any other youbloom CityReps, whether formal or informal.
3.6 You agree to respond to all communications from youbloom within 2 days after you receive the communication, regardless of how it is sent to you. Email responses must be sent to the email address specified by youbloom.
3.7 If youbloom provides you with an email address and youbloom social media accounts, you must use that email address and social media accounts for all youbloom business communications. youbloom will have the right to access all email sent and messages from and received at that email address and social media accounts. You may not use private email accounts or messaging systems to which youbloom does not have access to conduct youbloom Business.
3.8 All your payroll records, contracts, stationery and other materials must identify you by your own legal name and show a notice that identifies youbloom as the owner of the Licensed Marks.
4.1 youbloom will pay you the commission for each Show covered by this Agreement which is your sole compensation for activities under this Agreement, other than the CityRep Incentive Programme as outlined in clause 20 below. If you disagree with youbloom’s commission calculation, please email youbloom within 4 business days after youbloom initiates transfer of funds. Please include an explanation of why you believe the amount transferred to you is incorrect. Please note: You must never request or accept compensation from Artists, Hosts, Venues, or any other parties without youbloom’s prior agreement in writing. In the event of show door sales, they must be conducted via the youbloom ticketing system.
4.2 You have no right or authority to receive or collect monies for or on behalf of youbloom at any time for any purpose. Any funds you receive for a Show is deemed held on behalf of youbloom’s benefit, and must be reported and transferred to youbloom within 24 hours following the Show Management System.
4.3 youbloom does not guarantee or suggest minimum financial outcomes to youbloom CityReps from the exercise of the rights granted in this Agreement. You confirm that you have not relied on any information to the contrary from youbloom in deciding to become a youbloom CityRep.
4.4 You, as CityRep have no authority to incur any liability or obligation on behalf of youbloom.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION
5.1 You should consult any youbloom policies and procedures instituted to identify and protect certain types of Confidential Information, which are considered by youbloom to be safeguards in addition to the protection provided by this Agreement. Nothing contained in those procedures or in this Agreement is intended to limit the effect of the other.
5.2 During the Term, you shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of youbloom and as is necessary to carry out your obligations under this Agreement. Following termination, you shall neither, directly or indirectly, use any Proprietary Information nor disclose any Confidential Information, except as expressly and specifically authorized in writing by youbloom. The publication of any Proprietary Information must be approved in advance in writing by youbloom.
5.3 You shall maintain at your workstation and/or any other place under your control only such Confidential Information as you “need to know” in connection with the legitimate Business use of such Confidential Information and shall return to the appropriate person or location or otherwise properly dispose of any Confidential Information once that “need to know” no longer exists. You shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate Business need for such reproduction.
5.4 You represent and warrant that from the time of first contact with youbloom, you will hold in strict confidence all Confidential Information and not disclose any Confidential Information, directly or indirectly, to anyone outside of youbloom, or use, copy, publish, or summarise any Confidential Information, except to the extent otherwise permitted in this Agreement.
5.5 You acknowledge that youbloom may receive or have received confidential information of third parties in respect of which youbloom may be subject to a duty of confidentiality. In these instances, you agree that, during the Term and thereafter, you owe youbloom and these third parties the same duty to hold such confidential information in the strictest confidence and not to disclose or use it, except: (a) as necessary to perform your obligations hereunder; and (b) subject to the terms of any agreement youbloom may have with such third parties.
6. INVENTIONS AND IDEAS.
6.1 You agree to, and hereby do, assign to youbloom all Intellectual Property free and clear of all liens and encumbrances, in and to each Invention/Idea relating to the Business, created by you or your agents, contractors, employees, interns or volunteers or shareholders which shall be the sole property of youbloom, whether or not patentable. This only relates to Intellectual Property created for youbloom or which is capable of being used in the Business, it does not apply to any other IP created by You.
6.2 youbloom retains all Intellectual Property and all other rights not expressly granted to You by this Agreement. You acknowledge that all rights and revenues and Intellectual Property relating to the exploitation of the Licensed Marks and the Show Management System, including through the youbloom Website or other websites, and any other online, mobile, digital network or print publication belong exclusively to youbloom.
6.3 You acknowledge that: (a) you have no right, title, or interest in the Licensed Marks other than the non-exclusive licence granted in this Agreement; (b) you are not aware of any reason why the Licensed Marks may not be valid; (c) all goodwill associated with and identified by the Licensed Marks belongs exclusively to youbloom; (d) your use of the Licensed Marks does not convey any ownership interest to you.
6.4 Limitations on Use. You agree to:
6.4.1 Use only the Licensed Marks designated by youbloom, only in the manner authorised, and only while this Agreement is in effect;
6.4.2 Follow the specifications for use of the Licensed Marks set out by youbloom;
6.4.3 Use the Licensed Marks only for organising, marketing, and conducting Shows;
6.4.4 Not use any of the Licensed Marks as part of any corporate, legal or other name;
6.4.5 Sign any documents youbloom deems necessary to obtain protection for the Licensed Marks or to maintain their continued validity and enforceability;
6.4.6 Not use any Licensed Marks in association with the Shows, products, or services of others;
6.5 After Termination. The non-compete restriction in clause 9.3 will continue for a period of one (1) year after this Agreement ends, but only within the Territory. The non-compete restriction will be automatically extended for an amount of time equal to any period during which you (or your shareholder(s) if you are a company) is in violation of this clause.
6.6 Enforcement. If you violate the non-compete restriction, youbloom will be entitled to a preliminary and final injunction, without the necessity of posting any bond, to stop or prevent any further breach. This remedy is separate from any other remedy youbloom may have, including disgorgement of profits and reimbursement of legal fees and costs.
6.7 Other Activities. Subject to your compliance with this clause 6, you are not prohibited from owning other Businesses, taking a position of full-time or part-time employment, or performing consulting services for others. However, you must promptly disclose to youbloom any other Business relationship or employment relationship that you have with a customer, Host, Venue, Artist or MC.
7. CUSTOMER DATA
8.1 You are responsible for providing all equipment needed for each Show that is not provided by the Artists, MC, Host or Venue (unless otherwise agreed with youbloom in writing). youbloom is not responsible for your failure to provide equipment for any Show. You must provide the equipment and production support in a manner consistent with the youbloom Equipment Guide which may be updated from time to time.
9.1 youbloom agrees to provide you with non-exclusive access to its database of Artists and MCs which youbloom may update including removal of same from the database at any time for any reason.
9.2 youbloom’s A&R team will review and rate all Artists, MCs and update ratings from time to time.
9.3 other than in the case of Artists/MCs/Hosts introduced to youbloom by you, and communicated in advance in writing by you to youbloom, you shall not during the continuance of this Agreement and for a period of one year after its expiry or termination:
9.3.1 directly or indirectly employ or offer employment or consultancy, either as an employee or as a contractor/freelancer, to any Artists, MCs or Hosts, or any employees of youbloom, past or present, unless prior agreement in writing with youbloom; or
9.3.2 be engaged or interested in any Competitive Activity, without youbloom’s prior written consent. You may not engage in, be employed by, or have any interest in any enterprise that conducts shows or services that are substantially similar to youbloom shows;
9.4 You are not permitted to impose non-compete or similar restrictions on Artists or that would prohibit Artists or MCs from performing at Shows organised by other youbloom CityReps or youbloom itself.
10. COMMUNICATIONS AND REFERRALS
10.1 Communications with Participants. youbloom has the right at all times, both during and after this Agreement, to communicate directly with customers, Artists, Venues, Hosts, and MCs, individually or on a group basis, for any purpose.
10.2 Host Referrals. youbloom may send you Host enquiries from time to time with the name, location and contact details of a potential Host or Venue that has contacted youbloom expressing an interest in holding an Show. youbloom cannot guarantee that a host will actually host a show. You agree to contact the host within 72 hours of notification of a host’s interest or let youbloom know within that time that you are not interested in the host in question.
11.1 All Tickets sales are solely through designated ticket sales solutions and other channels set up by youbloom. You agree to always direct all customers to the youbloom designated ticket sales solution.
11.2 Ticket prices will be proposed by you to youbloom and are subject to final approval by youbloom.
11.3 youbloom is solely responsible for all sales, VAT and other taxes and duties on Ticket sales.
11.4 Ticket revenues are defined as gross ticket sales without inclusion of taxes and after reseller affiliate fees. Reseller affiliates are remunerated with 15% of the ticket sales of an artist introduced by the reseller in the first year only from the time of introduction by the reseller. In the event that more than one artist performs in a given show, the reseller will be entitled to a fraction of the ticket sales. For example in the event that there are three artists in a show, the reseller will be entitled to 5% of the ticket sales of that show.
11.5 youbloom reserves the right to distribute complimentary Tickets up to a maximum of 6% per show and no more than 4% on an annual basis.
12.1 In the Event that youbloom arranges sponsorship for a Show, you agree to meet with the Host/venue and show/venue sponsor(s) to discuss a suitable presence.
12.2 You will be entitled to sponsorship revenue participation only where agreed in writing with you and youbloom prior to a Show.
12.3 You may only recruit and arrange sponsorship of any Shows only with prior written permission of youbloom.
13.1 You acknowledge that you are responsible for marketing Shows at your own expense. youbloom will provide you with artists with fan requests that may purchase tickets for Shows you undertake and will also list your Shows on the youbloom website and in newsletters, however at all times, you are responsible for marketing Shows.
13.2 youbloom will provide a customer support service, available through the youbloom.com website and [firstname.lastname@example.org]. However you acknowledge that you are responsible for support to persons attending your Shows.
13.3 youbloom may provide you with marketing materials that you may recreate and use at your own expense.
13.4 You agreed to shoot videos and take photos of each artist/band at all shows following the youbloom photo/video guidelines which may be updated from time to time. All videos and photos taken by you must be uploaded to youbloom’s assigned online location and approved in writing by youbloom, prior to sharing on social media or any other media channel whatsoever. As between you and youbloom, any photographs or video taken at a Show which depicts in any manner the Show, the equipment, participants at the Show or any promotional collateral, will be the property of youbloom who shall have the copyright in the said video or photographs. No Show photographs or video may be used or reproduced except as authorised by youbloom. You agree to assist youbloom in securing clearances from Venues, Hosts, Artists and others as necessary. youbloom may additionally photograph and shoot videos at Shows at its own discretion and expense.
13.5 youbloom has policies that will be made available to CityReps on media determined by youbloom. You are responsible to check the policies for any changes.
14. TERM AND TERMINATION
14.1 This Agreement will remain in effect unless terminated under this clause 15.
14.2 Either youbloom or You may terminate this Agreement without cause by giving 100 days’ written notice to the other party.
14.3 youbloom has the right to terminate this Agreement immediately by written notice upon in the event of the occurrence of any of the following:
14.3.1 you commit a Default which is not capable of cure;
14.3.2 you fail to cure a Default (if capable of cure) within 12 days after notice of default from youbloom;
14.3.3 you fail to put on any Shows for a period of one month unless otherwise agreed with youbloom in writing.
14.3.4 you refuse youbloom’s request to inspect your books and records relating to Shows in the Territory or you withhold any of the information requested; or
14.3.5 you submit any reports to youbloom containing information that you know or should know is false or misleading, or you conceal information from youbloom; or
14.3.6 You become bankrupt or insolvent which will include committing any act of bankruptcy, having a trustee in bankruptcy appointed over Your affairs of assets, not being able to pay your debts as they fall due, the appointment of any liquidator, receiver, administrator or Examiner to you, any resolution being passed to wind up or strike off You (if a corporate) or any equivalent Event occurring in any jurisdiction to which You are subject.
15. CONSEQUENCES OF TERMINATION
15.1 Upon termination of this Agreement in any circumstances, the licence granted in clause 2 will terminate without separate notice, and you must stop all use of the Licensed Marks and Show Management System on or before the effective date of termination.
15.2 In the event that you receive a notice of termination and you have one or more Shows scheduled to take place between the date of the notice and the effective date of termination, you agree to put on those remaining Shows as normal. If you have one or more Shows scheduled to take place after the effective date of termination (“Post-Termination Shows”), youbloom may, in its sole and absolute discretion, opt to run any or all of the Post-Termination Shows at its own cost or cancel any or all of the Post-Termination Shows. In this event, you will have no further responsibilities for any Post-Termination Shows and you agree not to cooperate and not interfere in any way with them. You agree to refer any inquiries you receive after the effective date of termination in relation to Shows or Ticket sales to youbloom.
15.3 You must return or destroy, at youbloom’s discretion, all materials that display the Licensed Marks or contain Confidential Information, on or before the effective date of termination. You will remain bound by other obligations that expressly or by their nature are intended to survive termination of this Agreement.
15.4 youbloom will be liable after the effective date of termination for any unpaid Commissions that you earned for Shows completed while this Agreement was in effect. If youbloom terminates this Agreement for cause, you will not be eligible for Commissions on any Post-Termination Shows that are put on by youbloom.
16.1 Show Insurance. If considered necessary, youbloom will put general liability and any other insurance youbloom deems reasonably necessary in place for a Show. You and or the Host may also add additional insurance but this will be solely at your and the Host’s own cost.
17. LIABILITY AND INDEMNIFICATION
17.1.1 Indemnification. You hereby agree to indemnify and hold harmless youbloom and any of its respective officers, directors, controlling persons, agents and consultants collectively referred to as youbloom, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any misrepresentation or misstatement of facts or omission to represent or state facts made by you and the owners to youbloom or any claim, demand, government investigation, or legal proceeding arising directly or indirectly from, as a result of, or in connection with (a) any allegation that youbloom is the employer, co-employer, or joint employer of you or any staff employed by you (b) your alleged failure to comply with any statutory or regulatory obligation or your alleged negligence or intentional acts; (c) your alleged infringement of any Intellectual Property of any third party or (d) your offering, advertising, or conducting any Show (including but not limited to any contracts with third parties related to any Show) (collectively, “Claims” ) and any and all liability, obligations, costs, expenses, damages, (collectively, “Expenses” ) that youbloom incurs as a result of such Claims, including but not limited to reasonable accountants’, legal, arbitrators’ and expert witness fees, damages awards, settlement costs, fines, penalties, and interest charges; reasonable costs of investigation and proof of facts; court costs; and reasonable travel and living expenses and other costs and expenses associated with litigation, investigative hearings, or alternative dispute resolution, whether or not a proceeding is formally commenced. This indemnity will survive the termination of this Agreement and is not limited to the policy limits of any applicable insurance coverage.
17.2 youbloom and its directors, officers, members, managers, employees, and agents will not be liable to you for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, arising out of this agreement or the performance thereof, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if you have advised youbloom of the possibility of such damages. Furthermore, notwithstanding any of the terms of this Agreement, under no circumstances will youbloom’s monetary liability for any cause of action exceed an amount equal to one-half of the total of all payment(s) made to you by youbloom under this agreement during the one year period before the occurrence of the action or inaction that gave rise to the cause of action. Nothing in this clause shall limit youbloom’s liability for death or personal injury arising from its negligence.
17.3 You agree to reimburse all expenses reasonably incurred by youbloom (including legal fees) to enforce the terms of this Agreement and to defend any claim asserted by you on which youbloom substantially prevails, as determined by the court.
18. GOVERNING LAW AND DISPUTES
18.1 This Agreement and the relationship between you and youbloom shall be governed by and construed in accordance with the laws of Ireland.
18.2 Any claims or controversies relating to this Agreement shall be determined by the courts of Ireland who shall have exclusive jurisdiction.
19.1 You may not sell, assign or transfer this Agreement, any other rights or obligations under this Agreement, or delegate the performance of any of your obligations without the prior written consent of youbloom.
19.2 Any Change In Control without youbloom’s consent will be deemed to be an unauthorised assignment of this Agreement.
20.1 This Agreement does not constitute a partnership, franchise, joint venture or employment relationship between the parties.
20.2 This Agreement may not be amended or modified in any way except by a written amendment to this Agreement duly executed by the parties.
20.3 Notices. Any notice from one party to the other shall be deemed given when delivered to, by first class certified mail, return receipt requested, the Company name and address listed, or to such other person and/or address as may be designated from time to time in writing.
20.4 Severability. If at any time any one or more of the provisions hereof or any part thereof is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. It is agreed by the parties that a court of competent jurisdiction may sever any such invalid, illegal or unenforceable provision. The parties agree that should any provision of the Agreement be invalid or unenforceable, then they shall forthwith enter into good faith negotiations to amend such provision in such a way that, as amended, it is valid, legal and enforceable and to the maximum extent possible carries out the original intent of the parties as to the matter or matters in question.
20.5 Entire Agreement. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof and there are no representations or understandings between the parties except as provided therein.
20.6 Counterparts.This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
20.7 Waiver. No waiver of a breach of, or default under, any provision of this Agreement shall be deemed a waiver of any other breach of default under any provision of this agreement.