These Terms and Conditions (“Terms”) and the Event Rules (“Rules”) collectively form an agreement (“this Agreement”) between Dallas Pride, a Texas nonprofit corporation (“Dallas Pride” or “we” or “us” or “our”) and the entity or corporation (“the Applicant”) named on the Application to which these Terms are attached. This Agreement shall remain valid and in effect for the Dallas Pride Music Festival in Fair Park (the "Event") in Dallas, Texas, beginning at 12:01 AM Central Time, Friday, March 31, 2024, and ending at 11:59 PM Central Time, Sunday, June 2, 2024.
A. SERVICES, TAXES, FEES, PAYMENTS, AND REFUNDS
1. Dallas Pride provides no additional services beyond those expressly stated in the Terms, Rules, FAQ, and Application.2. All fees and applicable taxes are listed on the Application and due upon submission of the Application to us.3. Payments submitted to us that are subsequently declined by a financial institution will result in an unprocessed Application. We will make a good faith attempt to contact the Applicant to resolve payment issues. We are not responsible under any circumstance whatsoever to remedy declined payments, nor permit Applicant to do so.4. Dallas Pride reserves the right to provide a refund, whether in full or in part, at its sole discretion. Dallas Pride is not required to provide a refund, whether in whole or part, under any circumstance whatsoever.
B. LIMITATIONS OF LIABILITY, INSURANCE, AND INDEMNIFICATION.
1. DALLAS PRIDE’S SOLE LIABILITY TO THE APPLICANT SHALL BE STRICTLY LIMITED TO REMEDIES STATED WITHIN SECTION C OF THESE TERMS.
2. DALLAS PRIDE SHALL NOT BE LIABLE TO THE APPLICANT OR ANY THIRD-PARTY UNDER ANY CIRCUMSTANCE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING ANY LOSSES OR DAMAGES ARISING FROM OR IN CONNECTION WITH FORCE MAJEURE EVENTS SUCH AS (BUT NOT LIMITED TO) ACTS OF GOD, STRIKES, FIRE, WAR, RIOT, INSURRECTION, ACTS OF TERRORISM, GOVERNMENT ACTIONS, WILLFUL ACTS OR OMISSIONS OR NEGLIGENCE BY THIRD PARTIES, EQUIPMENT FAILURE, OR ANY OTHER CAUSE THAT IS BEYOND OUR REASONABLE CONTROL.
3. DALLAS PRIDE SHALL NOT BE LIABLE TO THE APPLICANT OR ANY THIRD-PARTY UNDER ANY CIRCUMSTANCE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING ANY LOSSES OR DAMAGES ARISING FROM OR IN CONNECTION WITH PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF REVENUE OR PROFITS, THEFT OR DESTRUCTION OF PERSONAL, PRIVATE, OR LEASED PROPERTY, PROCEDURES OR INFORMATION, THE ABILITY OR INABILITY TO PARTICIPATE IN THE FESTIVAL, OR ANY OTHER WILLFUL ACT OR OMISSION OR NEGLIGENCE.
4. APPLICANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DALLAS PRIDE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND ASSIGNS, FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES (DIRECT, INDIRECT AND CONSEQUENTIAL), FINES, PENALTIES, COSTS, AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, LEVIED BY OR ON BEHALF OF THE APPLICANT OR ANY THIRD-PARTY RELATING TO:
(I.) THE USE OF THE APPLICANT’S PERSONAL, PRIVATE, OR LEASED PROPERTY;
(II.) THE APPLICANT’S BREACH OF ANY PART OF THIS AGREEMENT;
(III.) ANY WILLFUL ACT OR OMISSION CONSTITUTING VIOLATION OF LAW, REGULATION, OR ORDINANCE BY THE APPLICANT.
5. APPLICANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DALLAS PRIDE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND ASSIGNS, FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES (DIRECT, INDIRECT AND CONSEQUENTIAL), FINES, PENALTIES, COSTS, AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, LEVIED BY OR ON BEHALF OF ANY PERSON FOR DEATH, PERSONAL INJURY, OR LOSS OF OR DAMAGE TO PROPERTY, RESULTING FROM ANY ACT OR OMISSION ON THE PART OF APPLICANT.
6. Applicant shall obtain general liability insurance and, if applicable, motor vehicle insurance, with coverage amounts not less than $250,000 per occurrence and $500,000 aggregate, sufficient to cover any claims for personal injury, damage to property, death, or other claims sounding in tort arising from any act or omission on the part of Applicant at or in relation to the Event. Applicant shall obtain certification showing Dallas Pride as an additional insured under such policy(s) and provide a copy of such certification to Dallas Pride upon request. Such insurance may be satisfied by proof of an umbrella policy in Applicant’s name with policy limits of at least $1,000,000.
C. APPLICANT LIABILITY. APPLICANT SHALL BE LIABLE FOR ALL CLAIMS, SUITS, ACTIONS, JUDGEMENTS, LOSSES, DAMAGES (DIRECT, INDIRECT AND CONSEQUENTIAL), FINES, PENALTIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES, ARISING AS A DIRECT RESULT OF ANY WILLFUL ACT OR OMISSION OR NEGLIGENCE BY APPLICANT; ANY WILLFUL ACT OR OMISSION CONSTITUTING VIOLATION OF LAW, REGULATION, OR ORDINANCE; OR BREACH OF ANY PART OF THIS AGREEMENT BY THE APPLICANT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, ASSIGNS, OR ANY THIRD PARTY EMPLOYED BY THE APPLICANT.
D. WARRANTY.
1. DALLAS PRIDE EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE FESTIVAL WHATSOEVER, INCLUDING PARTICIPATION THEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NO LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF ACTUAL OR PROJECTED OUTCOMES BASED ON PAST PERFORMANCE OR ESTIMATED FUTURE RESULTS.
2. DALLAS PRIDE EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO ANY ACTUAL OR ESTIMATED NUMBER OF ATTENDEES PRESENT AT THE EVENT. APPLICANT EXPRESSLY AGREES THAT THE EXTENT OF ATTENDANCE OF ANY PUBLIC EVENT IS INHERENTLY DIFFICULT TO PREDICT, AND WAIVES ANY CLAIM OF RELIANCE ON ANY STATEMENTS, WHETHER EXPRESS OR IMPLIED, REGARDING EXPECTED ATTENDANCE AT THE FESTIVAL.
E. LICENSE; TERMINATION. Applicant understands that the Agreement merely confers a non-exclusive, limited license to participate in the Event for so long as Applicant, including its guests, sublicensees, employees, agents, directors, shareholders, members, managers, partners, vendors, joint venturers, and others participating with or on behalf of Applicant (collectively, “Applicant Participants”), abides by all terms of this Agreement. In the event any one or more of the Applicant Participants are (i) in violation of any term of this Agreement, (ii) engaging in conduct to the reasonably likely detriment of Dallas Pride, the Event, other participants at the Event, and/or the LGBT community at large, (iii) in violation of any applicable law, ordinance, or regulation, Dallas Pride may terminate and revoke such license within Dallas Pride’s sole discretion, with or without opportunity to cure, and require all Applicant Participants to leave the Event grounds in any timeframe Dallas Pride deems appropriate or necessary under the circumstances.
F. MISCELLANEOUS.
1. Amendment. This Agreement may not be amended, modified, or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.
2. Waiver. No waiver of any provision shall be deemed to have occurred unless memorialized in a writing signed by the waiving party. Any waiver of one breach of this Agreement shall not be deemed a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.
3. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument.
4. Choice of Law, Venue, and Waiver of Jury Trial. This Agreement is governed by, construed under, and enforced in accordance with the laws of the State of Texas without regard for conflicts of laws principles thereof. Venue for any dispute arising under or relating to this Agreement shall be exclusively before any state or federal court of competent jurisdiction in Dallas County, Texas. DALLAS PRIDE AND APPLICANT ALSO ACKNOWLEDGE THAT THEY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL. In any dispute arising under this Agreement the prevailing party shall be entitled to an award of its reasonable costs, including, without limitation, attorneys’ fees, and all damages or relief to the extent permitted under Texas or federal law.
5. Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
6. Assignment. Neither of the parties hereto may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other.
7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Executive acknowledges that s/he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.
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