THE MBA TOUR LETTER OF AGREEMENT
The MBA Tour, Inc. (“The MBA Tour”) provides recruitment and professional development tours (each, a “Tour”), both in-person and virtually. The primary goal of the Tour is to provide participating institutions with maximum exposure to appropriate candidates for their degree programs through public fairs and other activities. To accomplish this goal, The MBA Tour offers opportunities for interviews and introductions to educational advisors who counsel individuals contemplating degree studies domestically and abroad; for additional activities to help individuals participating in the Tour as representatives of their institutions (each, a “Representative” and collectively, “Representatives”) acquire the knowledge necessary to develop a long-term recruitment strategy for their institutions; and for each Representative to develop her or his individual skills as a cross-cultural communicator and professional who is effective in different environments.
The success of The MBA Tour reflects careful planning and organization by our staff as well as active involvement by participating institutions. The MBA Tour encourages participating institutions to plan and customize their Tour experience well in advance of the Tour date in order to maximize the impact of the Tour on their recruiting efforts, as last-minute plans inevitably are less effective. With appropriate lead-time, The MBA Tour staff are pleased to assist and advise participating institutions on planning individual activities.
By submitting the online registration for business schools, the undersigned institution (the “School”) acknowledges that it has read and agrees to the terms set forth in this letter of agreement (this “Agreement”). Once The MBA Tour approves the School’s participation in the Tour, this Agreement shall serve as a contract between The MBA Tour and the School for the School’s participation in the Tour. For absolute clarity, there shall be no binding contract between The MBA Tour and the School until The MBA Tour approves the School’s participation in the Tour, which will be communicated by email, and this Agreement shall only become effective as of the date of approval. The School shall keep one copy of this Agreement to share with each Representative of the School. In order for The MBA Tour to be successful in meeting its goals, the School is required to make certain commitments and binding agreements in advance of the Tour as set forth herein. Please review each of the following terms carefully.
1. Any references to the School in the terms below shall also include its Representatives unless expressly stated otherwise.
2. The MBA Tour’s acceptance of this Agreement with the School is not, and should not be construed as, an endorsement by The MBA Tour of the School. The School shall not state, suggest, or imply in any form of media or otherwise that The MBA Tour endorses, is a partner with, or supports the School.
3. The MBA Tour requires that the School’s Representatives have extensive and explicit knowledge of the applicable graduate degree programs in management, admissions requirements, and services available to international students at the School (the “Program”). It is preferable that the Representative have several years of experience with the Program. The School represents and warrants to The MBA Tour that each Representative of the School is and will be competent, qualified, and, for in-person Tours, legally authorized to travel to the countries on the Tour. Alumni, without such requisite knowledge and experience as determined by The MBA Tour in its reasonable and sole discretion, are not permitted to conduct an MBA Talk or participate on a panel.
4. The MBA Tour’s event (each, an “Event” and collectively, the “Events”) schedule includes both required and optional activities. All participating Representatives are required to be in attendance during the required components of the Event, as well as during their selected optional activities. School alumni are welcome to assist the Representatives during an Event, subject to the limitations set forth in this Agreement. The School represents and warrants to The MBA Tour that each Representative of the School will make his or her best efforts to participate in all required activities.
5. The MBA Tour hosts two types of Events: “Spotlight Events,” which are smaller in number of schools participating and tailored to a specific demographic or topic/theme; and “Main Events,” which are larger in number of schools participating and cover broader regions.
6. Events will be held in either an in-person format or a virtual format. The particular format of the Event will be indicated at the time of registration. The School agrees that The MBA Tour may, in its sole discretion, change an Event that was originally scheduled to be in-person to virtual if circumstances warrant changing the Event format.
7. At any given time, no more than four (4) Representatives may be present at the School’s table (in-person) or on its video screen(s) (virtual).
8. The following terms apply for in-person Events only:
a. The School may not serve food or beverages during an Event, nor offer food to potential candidates as an enticement for a table visit. The MBA Tour will provide the School with one table and two chairs in the School’s assigned area during the fair. The School’s displays, if any, must fit on the assigned table. Signage (other than that which can fit on the School’s table) and floor displays are not permitted unless approved in advance by The MBA Tour. The School may furnish its own tablecloth. Audio/visual equipment will be coordinated through The MBA Tour and is subject to separate pricing. Any additional audio/visual equipment not coordinated through The MBA Tour must be approved by The MBA Tour in writing and, when approved, the School shall be responsible for contacting the location at which the Event is held directly to arrange set-up. Any non-approved audio/visual equipment may result in the forfeiting of space. Any sound or other devices that The MBA Tour deems may be objectionable to other schools or attendees must be discontinued. The MBA Tour reserves the right to approve and determine final placement, arrangement, and appearance of any displays and decorations. The School must dismantle and pack up all displays and materials displayed on the School’s assigned table at the time designated by The MBA Tour. The MBA Tour reserves the right to remove from the Event area any or all of the property of the School should the Event be canceled or relocated, or should the School violate any of the conditions of this Agreement. This right may be exercised without prior notice or hearing. Any costs of such removal shall be at the School’s sole expense.
b. The School must confine all materials and promotional activities to its assigned fair area and MeetUp room, if the latter is applicable. All of the following practices are expressly prohibited: activities outside of its assigned fair area and MeetUp space; distribution of materials outside of its assigned fair area and MeetUp space; excessive noise that interferes with other schools; storage or use of flammable or explosive materials or any substance prohibited by local laws, the Event venue, or insurance carriers; use of materials with strong odors; and promotion of any activities that draw attendees away from the Event during Event hours. The MBA Tour also reserves the right to restrict or prohibit any contest, promotion, lottery, or giveaway that causes a disturbance to other attendees or that may be in contravention of applicable laws, rules, regulations or ordinances (collectively, “applicable laws”). Display boards and other School materials may not be placed in such a manner as to interfere with schools in neighboring areas. The School is not permitted to host a hospitality suite or function during days and evenings of the Event associated with the Tour. The School shall not bring alcoholic beverages into the Event venue.
c. If the School elects to conduct an MBA Talk and MeetUp in the same city, the School agrees that it will not use the designated “MeetUp meeting room” during the time designated for the MBA Talk, as it may draw potential candidates away from other schools conducting MBA Talks. This will be strictly enforced at every Event.
d. Nothing shall be posted on, nailed, screwed, or otherwise attached to columns, walls, floors, furniture, or other parts of the Event venue. Any property destroyed or damaged by the School must be replaced or restored to its original condition by the School, at the School’s expense, no later than the final date of the applicable Event.
e. The School shall comply with all applicable laws, and any policies and rules of The MBA Tour, the Event venue, and any permitted service companies contracted for purposes of this Agreement.
f. Travel packages are priced and prepared as a package, and the package specifies the cities in which the Events will take place during the Tour. The School is responsible for any additional charges or expenses incurred as a result of changes (e.g., upgrades) it makes to travel, hotel or other arrangements included in the travel package. If a School wishes to cancel its travel package for a Tour, the School acknowledges and agrees that The MBA Tour may grant a refund in its sole discretion and further agrees that a refund will only be considered if the spot reserved by the School is successfully resold to another school without any cost or loss to The MBA Tour.
g. The School agrees that if it changes its Representative(s) reserved in the travel package after the specified deadline for a particular Event, the School will be responsible for an administrative fee of USD $150 per changed Representative as well as all additional costs associated with making the necessary changes with the airlines and hotels.
9. The following terms apply for virtual Events only:
a. The School is responsible for furnishing and using its own computers, monitors, audio/visual equipment, and any other electronic devices for the virtual Events.
b. The School understands and agrees that The MBA Tour may use third-party virtual event platform(s), video, audio, and chat platform(s), and other related software platform(s) (collectively, the “Platforms”) to host the virtual Events. The School expressly agrees that its use of the Platforms is at the School’s own risk. Additionally, the School expressly agrees that its use of any services and information provided on the Platforms, including, but not limited to, all of the page headers, images, graphics, text, logos, button icons, design, layout, software (including source code), sounds, music, video files, and data (the “Content”) is at the School’s own risk. The School specifically waives any claims it may have against The MBA Tour and its affiliates, directors, officers, employees, shareholders, members, representatives, agents, and contractors arising out of the School’s use of the Platforms or any Content. The School acknowledges that any Content downloaded or otherwise acquired through the Platforms is obtained at the School’s own initiative, and the School understands that it is solely responsible for any damage to its computer system or other devices or loss of data resulting from such Content. The School understands that it is responsible for taking all precautions necessary to ensure that any Content the School obtains from or provides on the Platforms is free of viruses, Trojan horses, worms, time bombs, bots, and other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information. The School acknowledges and agrees that except as expressly set forth herein, neither The MBA Tour nor any of its affiliates, directors, officers, employees, shareholders, members, representatives, agents, and contractors, nor any other party involved in creating, producing, or delivering any Content on the Platforms makes any guarantees or warranties, express, implied, or statutory, with respect to the Platforms, Content, or any other matter, including, without limitation, warranties regarding the availability of the Platforms and Content, warranties regarding the accuracy or completeness of any Content, warranties that the Platforms and Content will be free of errors, or warranties of merchantability or fitness for a particular purpose or non-infringement of third-party rights.
c. The School shall comply with all instructions provided by The MBA Tour and the third-party Platform provider(s) for using the Platforms. The School shall not use the Platforms or any Content for any purpose other than to attend and participate in the virtual Events and as expressly permitted by The MBA Tour.
d. The School shall not record the video or audio content associated with a virtual Event, either through the Platforms used by The MBA Tour to host the virtual Event, or using other devices or applications controlled by the School or its Representatives.
e. The MBA Tour will record the video and audio content of MBA Talks, Panels and Keynotes during the virtual Events to provide to the Schools for their use as well as to provide as a resource to potential candidate attendees following the virtual Event. These recordings will be made available to virtual Event attendees On Demand following the virtual Event and may also be made available on The MBA Tour’s websites and its parent company’s, Graduate Management Admission Council’s (GMAC’s), websites. These recordings will be made available at no cost to the viewer. By participating in an MBA Talk, Panel or Keynote, the School grants its permission to record its MBA Talk, Panel or Keynote presentation. Additionally, the School grants The MBA Tour a nonexclusive, perpetual, royalty-free, worldwide license to use, reproduce, prepare derivative works based upon, distribute, and display the School’s recorded presentation and presentation materials, including, but not limited to, presentation slides, for the Event and for any promotional or reference purposes, including posting them for viewing On Demand and on The MBA Tour’s and GMAC’s websites for access by Event attendees. The School represents and warrants that its presentation materials do not infringe on the proprietary or intellectual property rights of any third party, including trademark, copyright, patent, trade secret, or any privacy rights. The MBA Tour will provide the School with forms for its participating Representatives to sign giving their permission for The MBA Tour to record the Representatives during the MBA Talk, Panel or Keynote and use and publish their names and recorded images in connection with the recordings.
f. The School shall, at The MBA Tour’s request, discontinue using any sound or other devices during a virtual Event that The MBA Tour deems may be objectionable to other schools or attendees. Additionally, The MBA Tour reserves the right to ask the School to remove any displays, signage, artwork, or decorations that are visible on the School’s video screen(s) that The MBA Tour deems may be objectionable to other schools or attendees.
g. The MBA Tour reserves the right to restrict or prohibit any contest, promotion, lottery, or giveaway that the School is holding in conjunction with the Event that may be in contravention of applicable laws.
h. The School shall comply with all applicable laws, and any policies and rules of The MBA Tour.
i. The MBA Tour may, but is not required to, provide the School with reports regarding the interaction of virtual Event attendees with the School or the School’s Event Materials (as hereinafter defined) during the virtual Event (“Virtual Event Reports”). The MBA Tour will own the Virtual Event Reports and may use them for its own business purposes.
j. The School shall comply with all applicable laws pertaining to the collection, use, storage, and other processing of personal information disclosed or revealed by attendees of a virtual Event or made available to the School through Virtual Event Reports, including, without limitation, laws relating to privacy, data security, marketing, opt-out requirements, anti-spam, and telecommunications. The School further agrees that such personal information will not be used to discriminate against potential candidates on the basis of race, color, national origin, religion, physical or mental disability, age, gender, or other criteria protected by law.
k. The School understands and agrees that The MBA Tour and its affiliates, directors, officers, shareholders, members, employees, agents and contractors shall not be liable to the School for any loss, cost, damage, or other injury, of any kind whatsoever, whether in contract, tort (including negligence), or otherwise, arising out of or caused in whole or in part by: (i) the School’s use of, inability to use, or reliance on any part of the Platforms or Content at a virtual Event; (ii) any errors or omissions in any part of the Platforms or Content at a virtual Event.
10. For both in-person and virtual Events, the School’s Representatives and any alumni in attendance shall present and conduct themselves in a professional and courteous manner at all times. If the School delivers an MBA Talk, Panel or Keynote presentation during the Event, its presentation, including any slides and applicable handouts or other presentation materials, must be delivered professionally, with appropriate decorum, and free of any profanity, offensive language, and graphic content.
11. The payment for the full balance of the fees identified on the registration page (the “Fee”) is due upon the School’s receipt of an invoice from The MBA Tour. If the School does not pay its invoice within 90 days of the due date, then The MBA Tour will apply a late fee of USD $325 per Event to the Fee.
12. The School agrees that if it cancels its participation between 90 and 60 days prior to the start of an Event, the School is obligated to pay 25% of the Fee. If the School cancels its participation within 60 days prior to the start of an Event, the School is obligated to pay 100% of the Fee. Upon cancellation, the School will reimburse The MBA Tour for all loss, liability, damages, and expenses that The MBA Tour incurs or sustains as a result of the cancellation by the School at any time after registration.
13. The School agrees that any refund for travel packages, the Fee, or any other amounts prepaid by the School will not include the initial non-refundable deposit that the School pays in connection with the execution of this Agreement.
14. The School acknowledges that it will pay a fee of USD $1,000 for any changes to an Event schedule approved by The MBA Tour that the School requests within three (3) weeks of such Event. The School also acknowledges that it is the School’s responsibility to request permission for the change from other participating schools that are affected by such change to the Event schedule and to communicate any schedule changes directly to the potential candidates registered for the Event. The School also agrees that the posted schedule will not change until the affected schools have agreed to the change and directly communicated their agreement to The MBA Tour in writing.
15. The School is responsible for all taxes or similar charges imposed on the provision of services or receipt of benefits under this Agreement.
16. If the School has acquired any credits to be used towards future Tours, the School agrees that any questions regarding the applicability of credits must be addressed with its Account Manager from The MBA Tour.
17. If the School is registered to attend an in-person Event, and The MBA Tour, in its sole discretion, decides to change the Event to a virtual format, then the School’s registration will be automatically transferred to the virtual Event. In the event this occurs, the School may apply the Fee difference between the in-person Event and the virtual Event as a credit towards a later Event. In the event the School has purchased a travel package for an in-person Event that is subsequently changed to a virtual Event, then The MBA Tour will request from its travel agent a refund for any amounts paid by the School for the travel package, but any refunds are subject to The MBA Tour’s travel agent’s rules and restrictions, and thus, a refund is not guaranteed.
18. Where possible, The MBA Tour will notify the School at least eight (8) weeks prior to the scheduled Event date of its decision to change an Event from an in-person format to a virtual format. However, certain circumstances may warrant a change in format to be made less than eight (8) weeks prior to the scheduled Event date for health and safety reasons, in which case The MBA Tour will notify the School of the change as soon as reasonably practicable.
19. For in-person Events, the School will be supplied with a badge scanner for collecting contact and other personal information of potential candidates who visit the School’s table and explicitly consent to the collection of their information. For virtual Events, the School will be provided with a mechanism for collecting contact and other personal information of potential candidates who visit with the School virtually and explicitly consent to the collection of their information. The School must comply with all applicable laws, including those pertaining to the collection, use, storage, and other processing of personal information, and those pertaining to marketing activities. The scanner shall be returned to The MBA Tour staff at the end of each in-person Event. In the event that a scanner is lost or not returned by the School, the School agrees to pay a USD $200 replacement fee for the scanner.
20. The School agrees not to use the designated MeetUp room (physical room for in-person Events and virtual room for virtual Events) to meet with potential candidates unless the school has purchased MeetUp. This will be strictly enforced at every Event.
21. If the School has purchased MeetUp, then it agrees that it will not use the designated MeetUp meeting room (physical or virtual) for MeetUps during the time designated for Keynotes or Panels, as it may draw potential candidates away from Keynote or Panel presentations. This will be strictly enforced at every Event. However, the foregoing does not apply to Spotlight Events.
22. Representatives of the School have the ability to download registrant information before each Event in order to contact registrants about connecting at the Event. The registrants are informed the School may contact them for this specific purpose when they register for the Event. Except as otherwise set forth in Section 23 below, use of the registrant information is limited to sending one (1) email message before the Event regarding connecting with the registrants at the Event. The pre-Event messages from the School described in this Section must be in the context of the Event and may include school program information.
23. During registration, the registrants may consent to receive marketing emails from Schools regarding information about their programs and offers. If registrants provided their consent to receive marketing emails from the Schools via the consent language on the Event registration page, then after the Event, The MBA Tour will provide the School with the registrant information for those registrants, including their email addresses.
a. For the Spotlight Events, this consent gives the School permission to send marketing emails to the registrants during the six-month period following the Event, in addition to the pre-Event email messages permitted under Section 22 above. Such marketing emails must inform the registrants that they are being contacted as a result of their previous consent given on www.thembatour.com. All post-Event email communications to the registrants under this Section 23(a) must be sent within six (6) months after the end of the Event, after which the School shall securely delete all registrant personal information, unless the School separately obtained valid consent to continue sending marketing emails to that individual.
b. For the Main Events, this consent gives the School permission to send one (1) marketing email to the registrants during the six-month period following the Event, in addition to the pre-Event email messages permitted under Section 22 above. Such marketing emails must inform the registrants that they are being contacted as a result of their previous consent given on www.thembatour.com. The one (1) post-Event email communication to the registrants under this Section 23(b) must be sent within six (6) months after the end of the Event, after which the School shall securely delete all registrant personal information, unless the School separately obtained valid consent to continue sending marketing emails to that individual.
24. The School may also obtain consent from the attendees during the Event, including by scanning the individual’s badge during an in-person Event with their consent or by using the mechanism provided during a virtual Event with their consent. The MBA Tour reserves the right to suspend or revoke a School’s access to the attendee information if it receives complaints about repeated, unsolicited contact from the School.
25. The School shall comply with the following additional uses and restrictions:
a. All messages the School sends or causes to be sent to registrants and attendees must include a mechanism that permits registrants and attendees to opt out of receiving further messages. The “unsubscribe” or opt-out mechanism must comply with applicable laws and be effective to terminate all further messages from the School. No matter what the communication method is, upon receiving an “Unsubscribe” or other opt-out request from a registrant or attendee, the School, and all of its Representatives, shall stop sending any communications to that individual as soon as possible, and in no case later than the time prescribed by applicable law (generally 10 days or less). The opt-out mechanism, and any communication related to unsubscribing, must not state or imply that unsubscribe requests are effective to terminate any communications other than those from or on behalf of the School. The School shall comply with any of its own opt-out or unsubscribe lists and any other applicable do-not-call or contact lists.
b. The School shall employ reasonable technical, organizational, and administrative measures to protect the Event registrant and attendee personal information from unauthorized disclosure or use.
c. In the event of an accidental or unauthorized use, breach, loss, access to, or disclosure of registrant or attendee data (each, an “Incident”), the School shall notify The MBA Tour at firstname.lastname@example.org within twenty-four (24) hours of the Incident. If further notice is required by applicable law, or advisable to prevent harm to affected individuals, then the School shall promptly provide notice to the involved individuals and the proper legal and other applicable authorities, in accordance with applicable law. The School shall promptly and fully investigate and remediate any Incidents, provide all such information to The MBA Tour as The MBA Tour may reasonably request, and provide appropriate redress to the affected individuals.
d. Other than for the limited purposes permitted under Section 22, the School may only contact registrants and attendees for those purposes for which the School has explicit consent to contact said registrants and attendees.
e. The School shall not modify, publish, release, lend, sell, or rent any registrant or attendee personal information.
26. The School understands that its Representatives’ names, titles, schools/organizations, phone numbers, fax numbers, and email addresses will be included in an Event attendee contact list prepared by The MBA Tour, which may be provided to other Event attendees. This Event attendee contact list will also include the contact information of representatives from other schools and may include the contact information of sponsors and exhibitors too. The School agrees that it will not use this contact list information to send marketing communications to the other attendees other than those attendees that the School is expressly permitted to contact as set forth in, and in accordance with, Sections 18, 23, 24, and 25 above.
27. Each party (the “Receiving Party”) shall: (a) not disclose or otherwise make available Confidential Information (as defined below) of the other party (the “Disclosing Party”) to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information only for the purposes of participating in the Event and recruiting potential candidates attending the Event; and (c) promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information. “Confidential Information” means any information that is treated as confidential by the Disclosing Party, including, without limitation, trade secrets, technology, information pertaining to business operation and strategies. Confidential Information does not include information that: (i) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (ii) is or becomes generally known by the public other than by breach of this Agreement or by other wrongful act of the Receiving Party; (iii) is developed by the Receiving Party independently of, and without reference to, any Confidential Information; or (iv) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
28. The MBA Tour and the School agree that each party is and shall remain the sole and exclusive owner of all of its right, title and interest in and to all of such party’s (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world (the “IP Rights”). If The MBA Tour incorporates any of its IP Rights into any products or materials used prior, during or after the Event that are available for the School to use or distribute (the “Event Materials”), then The MBA Tour grants the School a non-exclusive, royalty-free, fully-paid, revocable license to use such Event Materials solely in relation to the School’s participation in the Events. If any of the School’s IP Rights are incorporated in the Event Materials, then the School grants The MBA Tour a non-exclusive, royalty-free, fully-paid, perpetual, irrevocable license to use such materials solely in relation to the School’s participation in the Events. The MBA Tour and the School understand and agree that each may use the other party’s IP Rights solely in relation to the Event in which the School participates. The School represents and warrants that none of its content used in the Event Materials or in connection with the Event, including, but not limited to, its presentation slides, infringe on the proprietary or intellectual property rights of any third party, including trademark, copyright, patent, trade secret, or any privacy rights, and hereby agrees to indemnify, defend and hold harmless The MBA Tour and its affiliates, directors, officers, employees, shareholders, members, representatives, agents, and contractors from any breach thereof.
29. The School’s use of The MBA Tour logo in conjunction with advertisements, signs, promotional materials, endorsements, and/or statements of any kind shall be in accordance with the trademark guidelines provided by The MBA Tour and shall be approved in writing in advance by The MBA Tour.
30. When the School registers to participate in professional and/or cultural activities offered by The MBA Tour, the School and its Representatives shall pay any fees for the professional and/or cultural activity prior to the scheduled activity and commit to participate in the activity, as it reflects negatively on The MBA Tour if such activity is confirmed and the Representatives who have committed to participate do not attend the scheduled activity. Additionally, if the School cancels an Event after the fees for the professional and/or cultural activities have been paid, The MBA Tour will not refund or reimburse any such fees once a Tour begins. At any time, if the School cancels but a company organizing a professional and/or cultural activity that the School registered and paid for requires a non-refundable pre-payment that The MBA Tour has paid for at the time of the School’s cancellation, then no refund will be issued to the School.
31. For in-person Events, although The MBA Tour will make the physical safety of the group its highest priority, The MBA Tour cannot guarantee any participant protection against events occurring outside of the control of The MBA Tour. The MBA Tour will provide advice and guidance regarding individual safety to the extent possible. The School acknowledges and agrees that The MBA Tour reserves the exclusive right to make last-minute changes in the itinerary, including cancellation, if there are concerns for the safety of the Representatives due to political unrest or for any other safety-related reasons. The School agrees and acknowledges that it will bear the cost of losses, if any, including the losses of any or all deposits, caused by any such changes.
32. For in-person Events, neither The MBA Tour nor the Event venue will be in any way liable or responsible for the loss, theft, or disappearance of the School’s, or its Representatives’, personal or commercial property from the fair area or the Event venue.
33. The MBA Tour represents and warrants to the School that it maintains, and shall continue to maintain prior to and throughout the duration of the Events in which the School participates, the following insurance policies:
· Commercial general liability insurance policy in the amount of at least $1,000,000 per occurrence and $2,000,000 in the aggregate;
· Automobile liability insurance policy with a combined single unit limit of $1,000,000 per accident; and
· Worker’s compensation and employer’s liability insurance with limits of $500,000 by accident, $500,000 by disease (each employee) and $500,000 by disease (policy limit).
34. The School shall maintain adequate insurance coverage as required by applicable law for participation in the Event, and the School shall provide a Certificate of Insurance to The MBA Tour and/or the Event venue upon request.
35. The School, on behalf of itself and its Representative(s), acknowledges that by executing this Agreement with The MBA Tour, the School and its Representative(s) assume the risks of accident, injury, sickness, trip interruption, cancellation, death, and property damage which may arise before, during, or after an Event, and the risks of cancellations, interruptions, delays, and changes in the itinerary of the Event due to actions or circumstances beyond the reasonable control of The MBA Tour, including, but not limited to, bankruptcy or financial default of an airline, travel restrictions, strikes, civil disorder, weather conditions, terrorism, epidemics, pandemics, or global health emergencies. In furtherance of the foregoing, the School, on behalf of itself and its Representatives, shall indemnify, defend, and hold harmless The MBA Tour, its affiliates, directors, officers, employees, shareholders, members, representatives, agents, contractors, and other Event participants and each of their respective successors or assigns (the “Indemnified Parties”) from all claims, charges, losses, injuries, causes of action, liabilities, fines, costs, and expenses (including reasonable attorney’s fees and expenses) of whatever nature, which arise before, during or after the Event or otherwise in connection with the Event, other than any such claim based on the willful misconduct or fraud of the Indemnified Parties.
a. The MBA Tour and its affiliates, directors, officers, employees, and shareholders cannot be held responsible or liable in any way for the actions, conduct, negligence, or omissions of other persons or entities.
b. Any suit brought against the Indemnified Parties under this Agreement must be filed within two (2) years after the cause of action accrues.
36. The School acknowledges and agrees that it is responsible for the conduct of its Representatives and agrees to indemnify, defend, and hold harmless The MBA Tour and its affiliates, directors, officers, employees, shareholders, members, representatives, agents, and contractors from any and all injury, loss or damage, or claims therefore, of whatever nature, to any person or property caused by or resulting from any act, omission or negligence of such Representative or the School.
37. The MBA Tour shall not be liable to the School for special, incidental, consequential, or punitive damages of any nature for any reason, whether such liability is asserted on the basis of contract, tort, or otherwise, even if The MBA Tour has been warned of the possibility of such damages. Without limiting the foregoing, if The MBA Tour or any of its affiliates, directors, officers, employees, shareholders, members, representatives, agents, or contractors is found liable to the School for any claims or matters arising under or in connection with this Agreement, The MBA Tour’s aggregate and maximum liability for all such matters and claims shall not exceed the total amount paid by the School to The MBA Tour, if any, for the specific service or product giving rise to such liability. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, in which case the liability of The MBA Tour and its affiliates, directors, officers, employees, shareholders, members, representatives, agents, and contractors shall be limited in accordance with this Agreement to the fullest extent permitted by law.
38. The School acknowledges and agrees that The MBA Tour is not a Public Charter Operator and is not otherwise subject to the federal regulations governing charter operators or other businesses providing travel services, including, without limitation, 14 C.F.R. Part 380.
39. The agreements and obligations of the School under this Agreement shall inure to the benefit of The MBA Tour and its successors and assigns.
40. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the state or federal courts of the Commonwealth of Massachusetts, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
41. The MBA Tour reserves the right to revise this Agreement at any time without advance notice, including any license terms. The MBA Tour will provide the School with notification of any revisions by a notice posted on the Tour website. This Agreement takes precedence over any previous or conflicting agreements.