Terms and Conditions

Terms and Conditions

USE OF NAMES AND LOGOS:  Vendor will allow the Zoological Society of San Diego D/B/A San Diego Zoo Global/San Diego Zoo (“SDZ Global” or “San Diego Zoo”) to use Vendor’s name and/or logo for any advertising and/or marketing of the Event, in any medium, to promote/publicize the Event prior to, during, and after the Event.  SDZ Global will allow Vendor to use SDZ Global’s event logo to link the Event on Vendor’s website to promote/publicize the Event prior to, during, and after the Event.  Each of Vendor and SDZ Global/San Diego Zoo shall be referred to individually as a “Party” and, collectively, as the “Parties.”
The Parties acknowledge and agree that any logos, photos, artwork, content, and all other materials (collectively, the “Materials”), provided by one Party to another pursuant to these Terms and Conditions, are intended solely for use by a Party in conjunction solely with the Event.  Any use of Materials not described in these Terms and Conditions must have the other Party’s prior written consent.

APPROPRIATE USE OF SDZ GLOBAL DELIVERABLES:  SDZ Global may provide certain deliverables in the form of tickets, tours and/or discount tickets to the San Diego Zoo and/or San Diego Zoo Safari Park (the “Deliverables”).  Vendor acknowledges and agrees that any admission tickets, tours, and/or discounts for the San Diego Zoo and/or the San Diego Zoo Safari Park that may be issued by SDZ Global pursuant to this arrangement are intended solely for use by Vendor and shall not be used for (a) sale, resale, or trade resulting in financial gain or profit of any kind to Vendor or any person or entity directly or indirectly related to Vendor other than as expressly agreed hereunder, (b) a donation by Vendor to a non-profit organization or for-profit organization, charities, fundraisers, churches, schools, charity auctions, or military entities as those may conflict with SDZ Global's existing donation, discount, and/or ticketing programs or (c) used as a form of payment to any of Vendor's third-party partners. Vendor acknowledges and agrees to document and maintain a log of the distribution of any admission tickets and/or tours for purposes of tracking and provide a copy of the log to SDZ Global at any time as may be requested. Vendor acknowledges and agrees that any admission tickets, tours, and/or discounts are non-refundable/redeemable for cash or credit at any time and non-exchangeable.  Furthermore, expiration dates on any tickets, tours and/or discounts will not be extended and admission tickets and tours will not be replaced if lost or stolen.  Certain restrictions may apply including blackout dates and seasonal availability. Not valid in conjunction with other SDZ Global offers, discounts, special ticketed events/attractions, pass programs, advanced sale tickets, online tickets, or SDZ Global Membership. Vendor acknowledges and agrees that any violation of the foregoing would be considered a breach of these Terms and Conditions and grounds for immediate termination, resulting in the deactivation of the admission tickets, tours, and/or discounts as provided hereunder, rendering them void and non-redeemable for admission at the aforementioned properties.  Vendor would forfeit its right to receive any substitutions or replacements with no exceptions.  Vendor may also be held financially liable for the improper use of Deliverables. In addition to the foregoing, any public or promotional use of SDZ Global's admission tickets, tours, discounts, or use of SDZ Global's name or trademarks not described in these Terms and Conditions must have SDZ Global's prior written consent.

TRADEMARK:  Notwithstanding the inclusion of a trademark in a any Materials provided hereunder, no assignment or transfer is made by a Party of its trademarks, trade names, services marks or logos to the other.  Each Party acknowledges that the trademarks, trade names, services marks or logos of the other are proprietary to the other and that each Party retains exclusive ownership of all trademark rights thereto.  Each Party will take reasonable measures to protect the proprietary rights of the other in connection therewith and to perfect any such rights, which arise in conjunction with the goods and services, provided by the other during the term of this arrangement between the Parties. Each Party hereby grants the other a royalty-free, nontransferable, non-exclusive license to use any trademarks, trade names, and services marks or logos incorporated into the Materials provided hereunder strictly for the purpose of using the Materials in conjunction with the Event as contemplated by these Terms and Conditions.  Neither Party may in any way alter, modify, change or otherwise affect the trademarks, trade names, services marks or logos of the other Party or create a composite mark by combining or closely associating any of the other Party’s trademarks, trade names, services marks or logos with another trademark owned by a third party.

COSTS:  Each Party shall bear its own costs incurred and expenditures made in providing any Materials and/or Deliverables in connection with the Event, unless the Parties agree to the contrary in writing. 

PAYMENT TO THIRD PARTIES:  Each Party shall be solely responsible for making all payments to third-parties engaged by such Party for the purpose of providing the Deliverables and/or Materials described in these Terms and Conditions.

SALES OF ALCOHOLIC BEVERAGES: Vendor assumes all responsibility for compliance with local, city, and state ordinances regarding the sales of alcoholic beverages. Vendor and Vendor’s Staff shall comply with all California Alcoholic Beverage Commission (“CABC”) regulations.

INDEMNIFICATION AND INSURANCE: Vendor hereby agrees to assume the entire responsibility and liability for any losses, damages, and claims arising out of Vendor’s activities with this Event and further agrees to indemnify SDZ Global and its affiliates from, and hold SDZ Global harmless against, any and all losses, claims, damages, expenses or liabilities, including any related legal expenses, which SDZ Global may incur based on negligence or misconduct of Vendor or the failure of Vendor to comply with any applicable law.  Without prejudice to Vendor’s liability to indemnify SDZ Global as stated above, Vendor shall procure at its expense and maintain for the duration of the Event, Commercial General Liability Insurance with financially responsible insurance companies, and with policy limits not less than $500,000 per occurrence and $1,000,000 in the aggregate. The required insurance coverage above shall be primary and noncontributing with respect to any other insurance that may be maintained by SDZ Global and notwithstanding any provision contained herein, Vendor, and its employees, agents, representatives, consultants, subcontractors and suppliers are not insured by SDZ Global and are not covered under any policy of insurance that SDZ Global has obtained or has in place.

QUALITY/IMAGE:  Vendor acknowledges that SDZ Global is entitled to protect the image and philosophy of SDZ Global, a nonprofit public benefit corporation dedicated to, among other things, promoting family values and the conservation of wildlife. In furtherance thereof, Vendor agrees that its Materials pursuant to these Terms and Conditions will be of high standards and shall in no way adversely impact the image, name, reputation, or philosophy of SDZ Global and in doing so, agrees that any breach of this section by Vendor shall be grounds, in the sole discretion of SDZ Global, for the immediate termination of this arrangement by SDZ Global.

MISCELLANEOUS.

ASSIGNMENT AND DELEGATION:  Neither Party may assign any rights or delegate any duties hereunder without the express prior written consent of the other.

AMENDMENTS: All matters and questions not covered by these Terms and Conditions are subject to the decisions of SDZ Global.  These Terms and Conditions may be amended at any time by SDZ Global and all amendments that may be so made shall be equally binding on all Parties affected by them as by the original Terms and Conditions.

GOVERNING LAW; FORUM:  The validity, interpretation, and performance of these Terms and Conditions will be controlled by and construed under the laws of the State of California as if the transaction were taking place wholly within California between California residents.  Any legal action brought by a Party in connection with this arrangement, whether in Federal or State Court, shall be brought in San Diego County, California.  Each Party hereby consents to jurisdiction in San Diego County, California. 

ATTORNEYS' FEES:  If any dispute arises between SDZ Global and Vendor with respect to the matters covered by this arrangement that leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

CONFIDENTIALITY: Vendor and SDZ Global agree to protect the confidentiality of any information exchanged between them as a result of this arrangement and will not use such information to the disadvantage of the disclosing Party.  Both Parties each specifically agree not to share confidential information received from the other regarding any other third-party to this Agreement, without the prior written approval of the disclosing Party.  Further, both Parties agree not to divulge the substance of this Agreement, except in the administration of this arrangement or unless compelled by law to do so.

PUBLICITY CLAUSE:  Vendor and SDZ Global agree not to produce, distribute or publish, or cause to be produced, distributed, or published, any press release or other publicity referring to the existence or content of this arrangement, without the express, prior written approval of all Parties hereto.

NO ADVERTISING OR PROMOTION:  Vendor acknowledges, covenants and agrees that this arrangement does not constitute an endorsement or recommendation by SDZ Global of any product, service, location, business, or other activity of Vendor.
FORCE MAJEURE; CANCELLATION: If SDZ Global/San Diego Zoo should be prevented from holding the Event by any cause beyond its control (such as fires, strikes, Acts of God, pandemic, disease etc.) or if it cannot permit the Vendor to participate in the Event due to circumstances beyond its control, SDZ Global will have no further obligation or liability to the Vendor.

Vendor acknowledges that it has read these Terms and Conditions, understands it, and agrees to be bound by its terms.  The Parties further agree that these Terms and Conditions may not in any way be explained or supplemented by a prior or existing course of dealings between the Parties, by any usage of trade or custom, or by any prior performance between the Parties.

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