GIA, INC.

“Agreement”

means, collectively, the information you have provided in your Partner Profile at registration and the terms and conditions set forth in this VIP Partner Program Agreement.

“Intellectual Property”

means any created or developed technology, invention, process, form of matter, device, machine, software, source or object code, document, written work, drawing, graphical work, created work in an electronic medium, proprietary information, or any other form of creativity which takes form in a tangible medium of expression and is protected and enforceable under any Intellectual Property Rights recognized in any jurisdiction throughout the world.

“Intellectual Property Rights”

means all rights of ownership or enforcement in Intellectual Property now held or hereafter created or acquired by a party, regardless of whether arising under the laws of the United States, under the laws of any other jurisdiction worldwide, or under any international treaty for (i) all classes or types of patents, including, without limitation, utility models, utility patents and design patents, patent applications and disclosures, and any extensions; (ii) all copyrights, all sub-rights of copyright, and all moral rights in both published and unpublished works, and all corresponding registrations and applications therefor; (iii) all trademarks and service marks and trade names, and all corresponding registrations and applications therefor; and (iv) all know-how, trade secrets, and confidential, technical and non-technical information.

“Licenses”

means, collectively, the Content License and the Trademark License.

“Partner”

means the owner of the event venue or vendor who is entering into this Agreement as a party to its terms and conditions.

“Partner Profile”

means the information you provide to the Gia App during the registration process.

“Party”

means either Gia or the Partner, both of which are a party to this Agreement. Together Gia and the Partner are the “Parties.”

“You”

means, when used either in upper case or lower case letters, means the Partner, who is the owner of the venue or vendor which is entering into this Agreement as a party to its terms and conditions. Please know that under this Agreement the person who executes this Agreement is the Partner or has the authority to bind the owner to the terms of this Agreement.

Your Content License to Gia

Subject to the terms and conditions of this Agreement you, the Partner, hereby agree that Gia, for the Term of this Agreement, can obtain content from third parties that represents you including textual materials and images for the purpose of displaying and creating derivatives with slight modifications on marketing materials, the website, and in app recommendations (collectively referred to herein as “Content”) on the Gia App (“Content License”). You retain the right to reach out to Gia to request changes or modify how you are represented in marketing materials, on the website, or in the app.

Your Trademark License to Gia

Subject to the terms and conditions of this Agreement, you, the Partner, hereby grant to Gia, for the Term of this Agreement, a non-exclusive, sublicensable, worldwide license to use and display your venue or vendor name, trademarks, logos, and slogans (collectively, “Partner Marks”) on the Gia App solely for the limited purpose of providing the Services (defined below) to you (“Trademark License”). Gia acknowledges and agrees that the Trademark License does not extend to or allow Gia to use the Partner Marks as brands for Gia's products and services. Further, Gia acknowledges and agrees that, except as set forth in this Section, nothing in this Agreement shall grant or shall be deemed to grant to Gia any ownership right, title or interest in or to the Partner Marks, and that under this Trademark License Gia is a licensee only. All goodwill which arises from Gia's uses of the Partner Marks shall insure to the benefit of Partner.

Your Representations and Warranties

You, the Partner, represent and warrant:

• that you have the right and authority to enter into this Agreement and to grant the Licenses herein;
• that you will comply with all applicable laws during your relationship with Gia under this Agreement;
• that your employees will perform in a professional, courteous, and competent manner during the Term of this Agreement;
• that you are either the creator and owner of the Content, or you have the right as a licensee to grant the Content license to Gia;
• that the Content does not infringe any copyright or the Intellectual Property Rights of any third party;
• that you have the right and authority to grant the Trademark License to Gia; and
• that the Partner Marks do not infringe any trademark right or the Intellectual Property Rights of any third party.

Limited Warranty

Gia represents and warrants that Gia shall use its best reasonable commercial efforts to provide the Services in a timely, professional, courteous, and competent manner.

No Other Warranty

EXCEPT FOR THE LIMITED WARRANTY STATED IN SECTION 5.1, GIA MAKES NO OTHER WARRANTY IN REGARD TO THE SERVICES. THE SERVICES ARE DELIVERED “AS IS,” AND “WITH ALL FAULTS,” AND GIA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE CONCERNING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIA DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, OR THAT THE SERVICES SHALL MEET ALL OF PARTNER'S NEEDS AND EXPECTATIONS OR THE NEEDS AND EXPECTATIONS OF PARTNER'S CUSTOMERS.

No Minimum Number of Referrals

While Gia does not guarantee a specific number of referrals, Gia's goal is to connect you with high-fit clients. Partner acknowledges and agrees that Gia makes no promise to, and has no obligation to provide a minimum number of client referrals to Partner under this Agreement.

Gia's Indemnity Obligation

Gia agrees to defend at its own expense any claim, allegation, or action (“Claim(s)”) brought against Partner by a third party and claiming that the Services infringe a third-party Intellectual Property Right, and Gia shall pay any costs and damages finally awarded against Partner in any such actions that are attributable to such Claim. Notwithstanding the foregoing, if any infringement claim is made or is about to be made by a third party, Gia shall have the right to modify the Solution so that it is non-infringing, obtain a license for Partner so that Partner can continue using the Solution, or, if neither of the foregoing alternatives are available, Gia may terminate this Agreement on reasonable advance notice with no further liability to Partner for such termination.

Partner's Indemnity Obligation

The Partner agrees to defend at its own expense any action brought against Gia to the extent that it is based on (i) a Claim arising out of any breach of this Agreement by the Partner, including a breach of the Partner's representations and warranties (ii) any actual or alleged infringement by Partner of any Intellectual Property Right of a third party. The Partner acknowledges and agrees that the Partner will pay any costs, expenses, and damages attributable to such Claim as they are incurred by Gia.

Procedure

Each Party's indemnification obligation is subject to the conditions that the other Party (i) promptly notify the indemnifying Party in writing of any such claim, and provide the indemnifying Party with sole control of the defense of such claim and all negotiations for any settlement or compromise, and (ii) provide all information and assistance reasonably requested by the indemnifying Party for the defense and settlement of such claim.

Term

The term of the Agreement begins on the Effective Date and unless terminated earlier in accordance with the terms of this Agreement, will continue for one (1) year (“Initial Term”). On the anniversary of the Effective Date, this Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless terminated as provided in this Section 7. Together, the Initial Term and any Renewal Term(s) shall constitute the “Term” of this Agreement.

Termination for Convenience

Gia may terminate this Agreement at any time and for any reason, including convenience, by providing the Partner with written notice of termination at least twenty four (24) hours in advance of the desired termination date. Partner may terminate this Agreement at any time and for any reason, including convenience, by providing Gia with written notice of termination at least twenty four (24) hours in advance of the desired termination date.

Other Termination

Subject to applicable law, either Party may terminate this Agreement immediately, upon written notice, (i) upon the institution by or against the other of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other's debts; (ii) upon the other's making an assignment for the benefit of creditors; or (iii) upon the other's dissolution or ceasing to conduct business in the normal course.

Termination for Breach

Either Party may terminate this Agreement by written notice in the event that the other Party fails to cure any breach of this Agreement within thirty (30) days after being notified in writing of such breach.

Effect of Termination

Upon the date of termination, the Licenses shall cease to be operative, and Gia shall discontinue the provision of the Services.

Applicable Law and Dispute Resolution

This Agreement shall be governed by the laws of the United States and the State of California, and that California's conflicts of laws provisions shall not apply to this Agreement. The Parties agree that shall that any dispute that arises under this Agreement which cannot be resolved within thirty (30) days by good-faith negotiations between the Parties shall be submitted to mandatory mediation in the city of San Francisco (or another neutral city chosen with the mutual consent of the Parties) before a single mediator accredited and chosen by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The mediation shall take place within sixty (60) days after submission to JAMS, and it shall last no longer than ten (10) hours on one (1) working day, unless the Parties agree to an extension of the mediation. The mediator shall apply U.S. and California law to the substantive issues and the JAMS' Rules for commercial mediation to the procedural issues. The Parties shall bear their own costs for the mediation, and they shall split equally the costs of the mediator. The resolution proposed by the mediator shall be binding with the consent of the Parties, and it shall be submitted to any state or federal court sitting in Santa Clara county, California, for enforcement, which courts, the Parties agree, have exclusive jurisdiction and venue for adjudication of disputes under this Agreement. If a Party is not satisfied with the result proposed by the mediator, such Party shall have the right to file suit in any court having jurisdiction in Santa Clara county, California. The foregoing notwithstanding, either Party may seek injunctive relief in any court which has jurisdiction over the parties to prevent disclosure or further disclosure of Confidential Information, or to prevent infringement or ongoing infringement of any of the license provisions of this Agreement.

Force Majeure

Neither Party shall be liable for failure to perform any of its obligations under this Agreement to the extent that such failure is caused by a case of force majeure as defined by applicable law and case law and explicitly including storms, fires, natural disasters, acts of terror, riots and other civil disturbances, epidemics and/or pandemics. Upon the occurrence of such event, the affected Party promptly shall give notice to the other Party and shall use reasonable efforts to resume performance. In the event that force majeure continues for more than thirty (30) days, either Party shall be entitled to terminate the Agreement by a written notification via email or text, unless otherwise expressly agreed between the Parties.

Notice

All communications provided for hereunder shall be in writing and shall be deemed to be given (i) upon receipt after being sent by internationally recognized overnight courier who issues a receipt, charges pre-paid; (ii) upon the date indicated in the return receipt when sent by United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid; (iii) upon acknowledgement by the recipient if sent as a pdf attachment to an email; or (iv) upon receipt, by commercial express document delivery service which issues an individual delivery receipt.

Assignment

Partner shall not assign this Agreement or any rights hereunder without the advance written permission of Gia. Partner acknowledges that Gia may freely assign this Agreement, in whole or in part, at any time. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or relevant provisions shall be binding upon, and inure to the benefit of, the successors, representatives, administrators and assigns of the parties hereto. All purported assignment or transfers in violation of this Section shall be null and void.

Severability

The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision. The provisions of this Agreement are severable and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected or impaired thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law or applicable court decisions.

No Third Party Beneficiaries

Nothing in this Agreement is intended, nor shall be construed, to create a right to enforce this Agreement by or on behalf of any person who is not a party to this Agreement.

Waiver

A waiver of a breach of any term of this Agreement must be in writing and shall not be construed as a waiver of any succeeding breach of that term or as a waiver of the term itself. A Party's performance after the other Party's breach shall not be construed as a waiver of that breach.

Relationship of Parties

Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties. Except as expressly set forth herein, no Party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other Party, and the relationship of the parties is, and at all times shall continue to be, that of independent entities.

Modifications

This Agreement and any provision thereof may only be modified by a written amendment signed by each Party's duly authorized representative.