This agreement (“Agreement”) is between the event Collaborator (“Collaborator”) and Reimagine Inc., a Delaware non-profit, non-stock corporation (“Reimagine”). In consideration of the mutual promises in this Agreement, the parties agree:
1.1 Reimagine is organized and operated for charitable purposes, which are to foster and promote dialogue, education, and public awareness about topics central to the human experience, open discussion of which has historically been discouraged or restricted by social norms, custom or culture, with a focus on but not limited to end-of-life issues, and to catalyze positive social movements and action relating to the same. Reimagine is a tax-exempt organization as described in Section 501(c)(3) of the Internal Revenue Code and recognized as a public charity.
1.2 The “Reimagine End of Life” festival (“Festival”) is a city-wide and or virtual exploration of death and celebration of life, designed as a grassroots, community-driven public outreach and educational efforts consisting of educational activities held in different cities and communities, focusing on increasing end-of-life care awareness, disseminating educational information and assistance regarding advanced care planning, and breaking down taboos around death and dying.
1.3 Individuals (such as artists, designers, educators, performers, cultural and spiritual leaders, and medical professionals), as well as community-based organizations, may curate and host events in support of the Festival and in furtherance of Reimagine’s charitable purposes, such as art shows, educational lectures, curated conversations, performances, workshops, games, book clubs, and cultural ceremonies during the Festival.
- Collaborator Responsibilities.
2.1 Event(s). Collaborator will execute one or more events (each an “Event” and together the “Events”) for the Festival. The details of any proposed Event must be submitted to Reimagine either via the Reimagine website or otherwise as directed by Reimagine (the “Event Submission”), and upon approval by Reimagine, each Event Submission will become part of this Agreement.
2.2 Venue. Unless Reimagine agrees otherwise in writing, Collaborator will:
(A) Be responsible for obtaining the venue for each Event (“Venue”) and for paying any amounts required by the Venue;
(B) Adhere to all rules, regulations, and obligations required by the Venue for each Event; and
(C) Obtain any permits or other licenses as may be required by any regulatory authority.
2.3 Tickets. Unless Reimagine agrees otherwise in writing, Collaborator is required to use the Reimagine ticketing platform exclusively and to point all RSVPs to Collaborator’s unique ticketing page.
2.4 Security. Unless Reimagine agrees otherwise in writing, Collaborator agrees to provide appropriate security and crowd control for each Event and in accordance with any requirements from the Venue.
2.5 Insurance. Unless Reimagine agrees otherwise in writing:
(A) Food/Beverage/Alcohol. If Collaborator serves food and/or beverages, including alcohol, at an Event, Collaborator is solely responsible for complying with all requirements of the Venue and all applicable laws. In addition, Collaborator will obtain and maintain appropriate liquor liability insurance if alcohol will be served and acknowledges and agrees that Collaborator is solely responsible for all liability associated with food/beverage/alcohol served at any Event.
(B) Event Commercial General Liability Insurance. In addition, Reimagine requires that Collaborator obtain and maintain an appropriate level of commercial general liability insurance in connection with each Event. Reimagine reserves the right to request a Certificate of Insurance be provided prior to any event.
2.6 Presenters/Speakers/Performers. Unless Reimagine agrees otherwise in writing, Collaborator will: (A) Directly engage and be responsible for all other organizations and individuals presenting each Event as well as speakers, artists, musicians, etc., if any; and
(B) Be responsible for ensuring that each such organization and person complies with all participation and other guidelines provided by Reimagine (including those concerning use of Reimagine’s name and trademark).
2.7 Volunteers. If Collaborator engages volunteers for an Event, Collaborator is responsible for supervising the volunteers, all actions of volunteers, and handling any injury to, and other issues involving, volunteers.
2.8 Photography/Videotaping. Collaborator agrees that Reimagine may take photographs and make audio/audio-visual recordings of any Event and pre- and post-Event activities.
2.9 Policies and Guidelines. Collaborator agrees to follow Reimagine’s policies and guidelines communicated to Collaborator from time to time with respect to any Event.
2.10 Additional Information. Reimagine may require additional information for any Event, which, upon receipt and approval by Reimagine, will become a part of this Agreement.
- Reimagine Responsibilities.
Reimagine may provide programmatic support that may come in the form of information about or connections to other interested or participating individuals, influencers, and organizations; assistance with program design for an Event; or similar assistance as Reimagine may determine.
- Publicizing the Event; Use of Reimagine Name/Trademark
4.1 Reimagine may include references to Collaborator and any Event on Reimagine’s website and its other outreach efforts through Reimagine’s social media channels and other promotional activities.
4.2 Reimagine encourages Collaborator to publicize each Event through Collaborator’s contacts and channels, provided that, except as permitted in this Section, promotions must use Reimagine’s name and logo and substantially similar language to describe the Event and the Festival as the language included in Reimagine’s promotional material. Collaborator should refer in its promotional material about an Event, the Festival, and Reimagine (e.g., social media posts, digital communications, etc.), similar to the following: “Reimagine™” or “Reimagine End of Life™” or “As part of the Reimagine End of Life™ Festival, COLLABORATOR presents NAME OF COLLABORATOR’S EVENT/CONTRIBUTION TITLE”
4.3 For all social media and electronic/digital posts, Collaborator will provide a link to Reimagine’s Facebook page or website.
4.4 Reimagine gives Collaborator a limited license to use Reimagine’s name to describe Collaborator’s participation in the Festival in accordance with the terms of this Section. Reimagine reserves the right to review and approve uses of its name and logo at all times and Collaborator agrees to modify any use of Reimagine’s name or logo as Reimagine may require in accordance with its quality control guidelines. Reimagine retains all rights in its name and trademarks (including “Reimagine” and the Reimagine logo) and grants only the limited, revocable, nonexclusive license above.
4.5 Collaborator agrees to allow Reimagine to present remarks or an activity directly before and/or after each Event if requested by Reimagine.
- Term; Termination; Force Majeure.
5.1 This Agreement begins as of the Effective Date (as defined on the signature page) and continues through completion of all approved Events unless terminated earlier in accordance with this Agreement.
5.2 If Reimagine determines in good faith that Collaborator is not fulfilling its obligations or otherwise acting in a manner inconsistent with Reimagine’s charitable purposes, its mission and values, or its requirements concerning any Event, Reimagine may terminate this Agreement upon written notice to Collaborator, which may include email.
5.3 Reimagine will have no liability if it terminates this Agreement in accordance with this Section or if it cancels, suspends, or postpones the Festival because of circumstances beyond its reasonable control, including “acts of god,” weather, labor strikes, terrorist acts, and similar occurrences.
- Confidential Information.
6.1 Collaborator will:
(A) Treat all nonpublic information and materials (“Confidential Information”) received from Reimagine as confidential;
(B) Not use any Confidential Information for any purpose other than fulfilling its obligations under this Agreement; and
(C) Not disclose any Confidential Information to any party without Reimagine’s prior written consent.
- Representations, Warranties, and Covenants.
7.1 By entering into this Agreement, Collaborator represents, warrants and covenants that:
(A) Collaborator has full authority to enter into this Agreement;
(B) Collaborator has obtained all intellectual property rights (including permission to read and perform all copyrightable works such as plays, music, etc.), rights of publicity, and otherwise as necessary to present each Event, to permit Collaborator and Reimagine to promote each Event, and to permit Reimagine to describe each Event and participants in furtherance of Reimagine’s charitable mission (to display photographs and perform recordings of the Event provided by Collaborator to Reimagine, etc.);
(C) Collaborator will fulfill all obligations and pay all amounts owed to third parties with respect to each Event and related activities unless Reimagine has expressly agreed otherwise in writing in advance in each case; and
(D) Collaborator will comply with all applicable federal, state, and local laws and regulations applicable to conduct of each Event and Collaborator’s obligations under this Agreement, including obtaining permits, licenses, or other required permissions.
- Limitation of Liability; Release; Indemnity.
8.1 REIMAGINE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, VOLUNTEERS AND AGENTS ARE NOT LIABLE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON ANY LOSS, DAMAGE, LIABILITY, OR INJURY ARISING FROM ANY EVENT, INCLUDING SPEAKERS, PERFORMERS, CONTENT, MUSIC, RIGHTS, PERSONAL INJURY, DEATH, LOSS OF PROPERTY OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL REIMAGINE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO ANY EVENT REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. REIMAGINE’S AGGREGATE LIABILITY TO COLLABORATOR OR ANY THIRD PARTY FOR ANY DIRECT OR OTHER DAMAGES OF ANY NATURE ARISING OUT OF ANY EVENT IS $US 100. IF AN APPLICABLE JURISDICTION DOES NOT ALLOW A LIMITATION OF LIABILITY FOR THESE KINDS OF DAMAGES, THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO COLLABORATOR.
8.2 Collaborator knowingly and willingly assumes all risks (whether or not foreseeable) and assumes all liabilities of every nature related to each Event and hereby irrevocably:
(A) Releases Reimagine and its officers, directors, employees, and agents from all damages, liabilities, costs and expenses of any kind (including reasonable attorneys’ fees and court costs) resulting from any Event and promotion of any Event;
(B) Agrees not to bring any claim of any nature, known or unknown, against Reimagine for any cause of action that may arise in connection with any Event;
(C) To the extent applicable, Collaborator expressly waives all rights and benefits that Collaborator may have under California Civil Code Section 1542 which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor as well as similar benefits under the laws of other jurisdictions; and
(D) Agrees to indemnify Reimagine against all liability, damage, loss, and expense (including reasonable attorneys’ fees and court costs) that Reimagine (and its directors, officers, employees, consultants, and agents) may incur in any way in connection with any Event (including rights and clearances, food and beverages/alcohol, and otherwise) or based on Collaborator’s activities. Collaborator expressly acknowledges that to the fullest extent allowable under law, the foregoing assumption of risk and liability, release, waiver, and indemnity is intended to and will apply whether or not Reimagine is wholly or partially negligent or otherwise at fault.
- Relationship of the Parties; Third-Party Beneficiary.
The parties are independent contractors and nothing in this Agreement should be construed to create an employment, partnership, joint venture, agency or similar relationship between the parties. Collaborator has no right or authority to incur any expense or obligation, enter into agreement in the name of Reimagine, or otherwise bind Reimagine in any way unless Reimagine has expressly agreed in writing in each case to the specific obligation. Reimagine will be considered an intended third-party beneficiary under Collaborator’s agreements with organizations and individuals helping to present each Event to the extent of Reimagine’s rights (e.g., enforcing use of Reimagine’s name and trademark and compliance with participation guidelines).
10.1 This Agreement:
(A) Including all Event Submissions approved by Reimagine and all schedules and other attachments, all of which are incorporated herein, is the entire agreement between the parties and supersedes any other oral or written agreement concerning its subject matter;
(B) Is governed by the laws of the State of New York applicable to agreements made and performed in New York without regard to any conflicts of laws principles that would cause the Agreement to be governed by the laws of another jurisdiction; and
(C) May be modified only by a written amendment signed by both parties. Any notice under this Agreement must be in writing and be sent to Reimagine to the attention of Kerry Lange at 660 4th Street, #281, San Francisco, CA 94107 (with proof of receipt) and to Collaborator at the email address indicated on the signature page for this Agreement (or to another person or address designated by a party by notice). Collaborator may not assign this Agreement or delegate obligations under it without Reimagine’s prior written consent and any attempted assignment or delegation in violation of this provision will be null and void. If any provision of this Agreement is held to be unenforceable, the provision will be modified to the extent necessary to make it enforceable and reflect the intent of the parties or, if that is not possible, it will be deleted and the remaining provisions will be enforceable to the fullest extent permitted by law. Any provisions that by their nature and intent should survive, will survive any termination or expiration of this Agreement. The waiver of any breach or term of this Agreement must be in writing and a waiver in one instance will not be considered a waiver of any other breach or term in another instance, whether similar or different. The term “including” in this Agreement is illustrative and means “including without being limited to.” This Agreement will be effective upon Reimagine’s acceptance of Collaborator’s signed version of this Agreement and Event Submission(s).
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