TERMS AND CONDITIONS

Last Updated:  February 28, 2018

American Underground, LLC d/b/a Big Top (“Big Top”) provides a range of advertising and sponsorship activities and/or services which may include events (collectively, “Services”). These terms and conditions (“Agreement”) relate to all services provided by Big Top to you (“Company”) under the “Big Top” brand.

  1. Agreement.  Services may be ordered by Company via a signed Sales Order (“Order”). The Order sets forth: (a) which Services are being purchased by Company; (b) the costs for the Services; and (c) other relevant details of the Services. This Agreement is incorporated by reference into and made a part of any Order between Big Top and Company and shall govern the relationship between Big Top and Company. Company’s agreement to the Order also constitutes its agreement to be bound by this Agreement, the Terms of Use set forth at https://americanunderground.com/terms-conditions/ and the Privacy Policy set forth at https://americanunderground.com/privacy-policy/.  Terms applicable to specific Services are set forth as follows:

Exhibit A: Big Top Memberships

Exhibit B: Big Top Reverse Job Fair + Networking Event

Exhibit C: Triangle Start-Up Social

  1. Term.  The term of this Agreement will begin on the last date the Order is signed by both parties and continues until the last date of Services listed in the Order.  Big Top reserves the right to terminate this Agreement at any time upon prior notice, and in such event, Company will receive a pro rata refund of fees paid for Services not yet executed. 
  2. Payment Terms.  Unless otherwise stated in the Order, all payments must be made upon execution of this Agreement.  Failure by Company to pay when due will give Big Top the right to withhold the Services, and to avail itself of any other legal remedy.  Any and all collection costs of Big Top will be borne by Company, including reasonable attorney’s and third party fees.
  3. Taxes.  All payment amounts set forth herein are exclusive of all applicable taxes (including, but not limited to sales, use, privilege, value added and excise taxes) and Company will bear responsibility for all such taxes and duties.  If Company is exempt from such taxes and duties, Company will provide Big Top with the required documentation of such exemption.
  4.   Marks.  Company hereby grants Big Top a revocable, royalty-free, non-transferrable, non-exclusive license to use the name, logo, slogan, or other marketing materials (collectively, “Marks”) of Company in the format and specification as directed by Company, solely for the purpose of promoting and marketing the Services in which Company is participating (including pre-event and post-event promotion), provided that Big Top will not modify any Marks of Company in any way. Company agrees that it will not use the Marks of Big Top without first procuring Big Top’s written authorization, which may be withheld in Big Top’s sole and absolute discretion.  Company’s participation in a Big Top event shall not be considered as endorsement of or approval of the activity of Company nor for the purposes it represents.  Each party shall use the other party’s Marks solely in accordance with the other party’s trademark usage guidelines and quality control standards provided by such other party as the same may be updated from time to time. If either party is notified in writing by the other party that any use does not so comply, such party shall immediately remedy the use to the satisfaction of the other party or terminate such use. Neither party shall use, register or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the other party’s Marks. All uses of a party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such party, and each party shall retain all right, title and interest in and to its Marks.
  5. Event Cancellation/Rescheduling.  Company acknowledges and agrees that Big Top reserves the right to cancel an event scheduled as part of the Services in the sole and absolute discretion of Big Top.  If an event is cancelled by Big Top (based on no fault, act, or omission of Company), Big Top will refund to Company the full value of all payments previously made by Company to Big Top in connection with the event (which shall be Company’s sole and exclusive remedy in such situation).  Company further acknowledges that an event may include an outdoor venue, and that scheduling at this venue is subject to weather conditions.  In the event of inclement weather at the time of an event, Big Top will use its commercially reasonable efforts to reschedule the event to an indoor location or at a mutually agreeable date and time for an outdoor venue.  Company acknowledges and agrees that should rescheduling not be possible or practical depending on the circumstances, as determined by one of the parties, refund of fee payments will depend on the reasons for not rescheduling and will be at the sole and absolute discretion of Big Top.
  6.   Disclaimer of Warranty.  THE SERVICES PROVIDED BY BIG TOP ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
  7. Limitation of Liability and Disclaimer of Damages

 

8.1 Limitation of Liability.  FOR ALL EVENTS AND CIRCUMSTANCES, BIG TOP AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO EXCEED THE AMOUNT THAT COMPANY PAID TO BIG TOP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.

8.2 Disclaimer of Damages.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL BIG TOP OR ITS AFFILIATES BE LIABLE TO COMPANY OR ITS AFFILIATES FOR: ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF BIG TOP OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Indemnification.  Company shall indemnify, defend and hold harmless Big Top, its affiliates, officers, agents, advisors, managers, representatives, members, directors, stockholders, partners, and employees, from and against any claims, actions, causes of action, demands, suits or damages of any type or kind (collectively, “Claims”) arising out of or in any way connected with Company’s breach of this Agreement, actions or omission by Company, or any of its agents, employees, guests or invitees, including, without limitation, Claims for loss or damage to any property belonging to Big Top, or for death or injury to any person or persons to the extent that such Claims arise from the acts or omissions of Presenter, its officers, agents, or employees, or its guests.  The indemnity obligations of Company hereunder shall survive the termination or expiration of this Agreement.
  2.   General

(10.1) Notices.  Notices must be in writing, and will be deemed given when delivered by hand or five (5) days after being sent to the respective addresses indicated on the order, or to the email addresses set forth on the order, using a method that provides for positive confirmation of delivery.  (10.2)  Assignment.  This Agreement is binding on the parties to this Agreement, and nothing in this Agreement confers upon any other person or entity any right, benefit or remedy of any nature whatsoever.  This Agreement is assignable by either party only with the other party’s prior written consent, which will not be unreasonably withheld.  Notwithstanding the foregoing, Big Top may assign this Agreement to its affiliate, subsidiary or pursuant to a merger or a sale of all or substantially all of such party’s assets or stock without the prior approval of Company.  (10.3)  Subcontracting.  Big Top may subcontract Services under this Agreement without the prior approval of Company; provided, however, that (a) subcontractors must agree to keep any proprietary information received from Big Top or Company confidential, and (b) Big Top remains responsible to Company for the performance of its obligations hereunder.  (10.4)  Independent Contractor.  Big Top is an independent contractor and nothing in this Agreement will be construed to create an employee relationship between Company (or any Company personnel) and Big Top (or any Big Top personnel). Big Top will be solely responsible for payment of applicable taxes, deductions or other payments and benefits for its personnel.  (10.5)  Force Majeure.  Neither party will be liable for nonperformance or delays caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, government restrictions, terrorist acts or other causes beyond its reasonable control.  (10.6)  Severability.   If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable.  If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.  (10.7)  Waiver.  The delay or failure of either party to exercise any rights hereunder will not constitute or be deemed a waiver or forfeiture of such rights.  No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced.  (10.8)  Complete Agreement.  This Agreement constitutes the exclusive terms and conditions with respect to the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Company to place orders or otherwise effect transactions hereunder.  This Agreement represents the final, complete and exclusive statement of the agreement between the parties with respect to subject matter hereof and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter hereof are merged therein.  Any claim relating to the provision of the Services by Big Top, its affiliates and their personnel will be made against Big Top alone.  (10.9)  Amendment.  This Agreement may not be amended, supplemented or modified except by a written instrument signed by the parties hereto, which instrument makes specific reference to this Agreement.  (10.10)  Counterparts and Electronic Signature.  This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.  The parties may exchange signature pages by email and such signatures will be effective to bind the parties.  

EXHIBIT A

BIG TOP MEMBERSHIPS

BETA MEMBERSHIP

  • Custom Company Page
  • Listed as featured company
  • Unlimited Job Postings
  • Hands-on matchmaking
  • Monthly Recruitment Strategy Call
  • Digital marketing
  • Priority access to top talent [active, passive, and out of market]
  • Participation In One (1) Big Top Reverse Job Fair + Networking Event  within twelve (12) months of the Effective Date – See Exhibit B
  • Additional Events: Early access and discounts

 

A LA CARTE MEMBERSHIP

  • Custom Company Page
  • Single Job Posting
  • Participation In One (1) Big Top Reverse Job Fair + Networking Event – See Exhibit B

EXHIBIT B

BIG TOP REVERSE JOB FAIR + NETWORKING EVENT

Participation in a Big Top Reverse Job Fair + Networking Event includes:

  • Company Culture Pitch
  • Pitch coaching [1 week out]
  • Pitch video
  • Company marketing and promotion
  • High top table for networking
  • 5 Job Postings [non-beta members]

Items to be provided by Company (i.e., equipment, personnel, supplies, etc.):

  • Up to 5 employees present to network with attendees
  • Any materials/items that will be appropriate for the limited space at Company’s dedicated high-top table

Big Top may provide Company with certain equipment for use by Company during the event.  Company may also use its own equipment during the Event.  All equipment (and related products) provided by Big Top shall remain the property of Big Top.

EXHIBIT C

TRIANGLE STARTUP SOCIAL

Sponsorship levels:

Featured Startup

  • BIG TOP:
    • Demo table
    • In-person networking
    • Social media blast
    • Logo included on event signage (Eventbrite and table signage)
    • Sponsorship impact report
  • WRAL TechWire:
    • WRALTechWire.com:
      • Display advertising
    • Social media push

Growth Sponsor

  • BIG TOP:
    • In-person networking
    • Social Media blast
    • Logo included on event signage (Eventbrite and table signage)
    • Sponsorship impact report
  • WRAL TechWire:
    • WRALTechWire.com:
      • Display advertising
    • WRAL TechWire Newsletter
      • Branded ad promoting event
    • Social media push

Ecosystem Sponsor

  • BIG TOP:
    • In-person networking
    • Optional custom giveaway
    • Social Media blasts by Big Top and WRAL TechWire
    • Logo included on event signage (Eventbrite and table signage)
    • Sponsorship impact report
  • WRAL TechWire:
    • WRALTechWire.com
      • Display advertising
      • Sponsored content
    • WRAL TechWire Newsletter
      • Branded ad promoting event
    • Social media push

Food Partner:

  • BIG TOP:
    • Food display table
    • In-person networking
    • Social media blast
    • Logo included on event signage (Eventbrite and table signage)
    • Sponsorship impact report
  • WRAL TechWire:
    • WRALTechWire.com:
      • Display advertising
    • Social media push

Company’s sponsorship level is indicated on the Order.