Indemnity
To the extent permitted by law, Customer shall, at its own expense, indemnify, hold harmless and defend Backyard Bookers LLC, its affiliates and subsidiaries and their respective members, officers, directors, employees and agents and all others for whom Backyard Bookers may be responsible, (the Indemnitees), from (a) all liability and costs, including counsel fees and expert fees, resulting from any claim, including, but not limited to, for injury, death, or casualty to property, as well as purely economic damages, whether or not meritorious, relating to, or arising from, any act or omission of Customer and/or its invitees, guests and agents, including, without limitation, purely economic damages suffered by Backyard Bookers; (b) any and all liability or costs, including counsel fees and expert fees, relating to, or arising from, Customer and/or its invitees, representatives, guests and agents’ failure to comply with applicable laws, codes, regulations and standards, including safety-related laws, codes, regulations and standards; (c) all claims that the work, or any goods, services and/or equipment supplied as part of the work, infringe upon any copyright and/or patent, foreign or domestic; (d) violation of the terms and conditions; (e) Customer’s User Content; and (f) Customer’s interaction with any Vendor, Vender’s employees, agents and/or representative and/or third-party. In jurisdictions in which the indemnification provided for in this Agreement is broader than that allowed by applicable law, the indemnification provisions shall be interpreted as providing the broadest indemnification permitted and should be limited only to the extent necessary to comply with that law.
Independent Contractor
It is expressly understood and agreed by the parties hereto that Provider, at all times, shall be deemed an independent contractor and not an agent of Backyard Bookers. Nothing contained in this Agreement shall be construed to mean that Provider and Backyard Bookers are joint venturers or partners.
Limitation on Liability
Backyard Bookers’ entire liability to Customer for damages for any cause whatsoever, if any, and regardless of the nature of the claim or the form or cause of action, including, but not limited to, breach of contract, fraud, gross negligence and/or willful misconduct in the performance of any duties, shall be limited to the amount paid to Backyard Bookers in connection with the booking of any single event.
In no event and under no circumstances will Backyard Bookers, or any affiliate of Backyard Bookers, have any liability whatsoever, for losses or damages caused by (i) Customer, Customer’s guests, invitees, agents, representatives and/or third-parties, (ii) Provider and/or Provider’s employees, agents and/or representatives or (ii) Provider’s failure to perform Provider’s responsibilities nor for any loss of use, loss of profits, or any other form of indirect, special, or consequential damages, nor for any claim against Customer by any other person or entity, arising from or in any way related to the booking on this website.
Should Customer sustain any damage through any act or omission of any Provider, Provider’s employees, agents, representatives and/or Customers’ guests, invitees, agents and/or representatives, any other Customer and/or any other third-party, Customer shall have no claim against Backyard Bookers for such damage, and shall solely look to any Provider, Customers’ guests, invitees, agents and/or representatives and/or any other third-party to recover such damage pursuant to the following similar clause inserted in every agreement with Backyard Bookers:
Notwithstanding any lack of privity, should any Customer and/or Provider having or who shall hereinafter have an agreement and/or contract with Backyard Bookers sustain any damage through any act or omission of any Provider, Provider’s employees, agents, representatives, any Customer and/or Customers’ guests, invitees, agents and/or representatives, any other Customer and/or any other third-party, the Customer and/or Provider agrees to reimburse the other for all such damages and to defend Backyard Bookers at their own expense in any suit based upon such claim and if any judgment or claims (even if the allegations of the suit are without merit) against Backyard Books shall be allowed, the Customer and/or Vendor shall pay or satisfy such judgment or claim and pay all costs and expenses in connection therewith and agrees to indemnify and hold Backyard Bookers harmless from all such claims and/or judgments. Insofar as the facts and Law relating to any claim would preclude Backyard Bookers from being completely indemnified by Provider and/or Customer, Backyard Booker shall be partially indemnified by Provider and/or Customer to the fullest extent provided by law.
No Claims
No claim whatsoever shall be made by Customer against any officer, agent, member and/or employee of Backyard Bookers for, or on account of, anything done or omitted to be done in connection with this Agreement, the website and/or the event.
Non-Solicitation
Customer hereby agrees that it will not, directly or indirectly, for or on behalf of itself or any third party, at any time solicit any of Backyard Bookers’ Providers to provide services outside of this Agreement and website. In the event that Customer solicits any of Backyard Bookers’ Providers this Agreement immediately terminates and Customer shall pay Backyard Bookers a “finder’s fee” equivalent to the amount that Customer would have paid to Backyard Bookers had the booking gone through the website. Customer agrees to pay all of Backyard Bookers’ costs and damages, including all court costs, attorneys’ fees and expert fees in connection with any lawsuit enforcing any of the terms of this Agreement. Customer expressly agrees and understands that Backyard Bookers’ Providers and Providers lists are trade secrets.
Disputes
Any and all disputes under this Agreement, including, but not limited to, claims or demands for damages, shall be committed solely to litigation. Customer hereby (i) irrevocably consents, for itself and its legal representatives, partners, successors and assigns, to the jurisdiction and venue of New York State Supreme Court, Nassau County, for all purposes in connection with any action or proceeding which arises from or relates to this Agreement, and (ii) waives its right to a trial by jury. This Agreement shall be governed by the laws of the State of New York.
Indemnity
To the extent permitted by law, Provider shall, at its own expense, indemnify, hold harmless and defend Backyard Bookers LLC, its affiliates and subsidiaries and their respective members, officers, directors, employees and agents and all others for whom Backyard Bookers may be responsible, (the Indemnitees), from (a) all liability and costs, including counsel fees and expert fees, resulting from any claim, including, but not limited to, for injury, death, or casualty to property, as well as purely economic damages, whether or not meritorious, relating to, or arising from, any act or omission of Provider and/or any of its employees and agents, including, without limitation, purely economic damages suffered by Backyard Bookers; (b) any and all liability or costs, including counsel fees and expert fees, relating to, or arising from, Provider’s failure to comply with applicable laws, codes, regulations and standards, including safety-related laws, codes, regulations and standards; (c) all claims that the work, or any goods, services and/or equipment supplied as part of the work, infringe upon any copyright and/or patent, foreign or domestic; (d) violation of the terms and conditions; (e) Provider’s User Content; and (f) your interaction with any Customer, Customer’s invitees, guests, agents, representatives and/or third party. In jurisdictions in which the indemnification provided for in this Agreement is broader than that allowed by applicable law, the indemnification provisions shall be interpreted as providing the broadest indemnification permitted and should be limited only to the extent necessary to comply with that law.
Independent Contractor
It is expressly understood and agreed by the parties hereto that Provider, at all times, shall be deemed an independent contractor and not an agent of Backyard Bookers. Nothing contained in this Agreement shall be construed to mean that Provider and Backyard Bookers are joint venturers or partners.
Limitation on Liability
Backyard Bookers’ entire liability to Provider for damages for any cause whatsoever, if any, and regardless of the nature of the claim or the form or cause of action, including, but not limited to, breach of contract, fraud, gross negligence and/or willful misconduct in the performance of any duties, shall be limited to the amount paid to Backyard Bookers in connection with the booking of any single event.
In no event and under no circumstances will Backyard Bookers, or any affiliate of Backyard Bookers, have any liability whatsoever, for losses or damages caused by (i) Customer, Customer’s guests, invitees, agents, representatives and/or third-parties, (ii) Provider and/or Provider’s employees, agents and/or representatives or (ii) Provider’s failure to perform Provider’s responsibilities nor for any loss of use, loss of profits, or any other form of indirect, special, or consequential damages, nor for any claim against Provider by any other person or entity, arising from or in any way related to the booking on this website.
Should Provider sustain any damage through any act or omission of any Customer and/or Customers’ guests, invitees, agents and/or representatives, any other Customer and/or any other third-party, Provider shall have no claim against Backyard Bookers for such damage, and shall solely look to any Customer and/or Customers’ guests, invitees, agents and/or representatives, any other Customer and/or any other third-party to recover such damage pursuant to the following similar clause inserted in every agreement with Backyard Bookers:
Notwithstanding any lack of privity, should any Customer and/or Provider having or who shall hereinafter have an agreement and/or contract with Backyard Bookers sustain any damage through any act or omission of any Provider, Provider’s employees, agents, representatives, any Customer and/or Customers’ guests, invitees, agents and/or representatives, any other Customer and/or any other third-party, the Customer and/or Provider agrees to reimburse the other for all such damages and to defend Backyard Bookers at their own expense in any suit based upon such claim and if any judgment or claims (even if the allegations of the suit are without merit) against Backyard Books shall be allowed, the Customer and/or Vendor shall pay or satisfy such judgment or claim and pay all costs and expenses in connection therewith and agrees to indemnify and hold Backyard Bookers harmless from all such claims and/or judgments. Insofar as the facts and Law relating to any claim would preclude Backyard Bookers from being completely indemnified by Provider and/or Customer, Backyard Booker shall be partially indemnified by Provider and/or Customer to the fullest extent provided by law.
No Claims
No claim whatsoever shall be made by Provider against any officer, agent, member and/or employee of Backyard Bookers for, or on account of, anything done or omitted to be done in connection with this Agreement, the website and/or the event.
Non-Solicitation
Provider hereby agrees that it will not, directly or indirectly, for or on behalf of itself or any third party, at any time solicit any of Backyard Bookers’ Customers to provide services outside of this Agreement and website. In the event that Provider solicits any of Backyard Bookers’ Customers this Agreement immediately terminates and Provider shall pay Backyard Bookers a “finder’s fee” equivalent to the amount that Provider would have paid to Backyard Bookers had the booking gone through the website. Provider agrees to pay all of Backyard Bookers’ costs and damages, including all court costs, attorneys’ fees and expert fees in connection with any lawsuit enforcing any of the terms of this Agreement. Provider expressly agrees and understands that Backyard Bookers’ Customers and Customer lists are trade secrets.
Disputes
Any and all disputes under this Agreement, including, but not limited to, claims or demands for damages, shall be committed solely to litigation. Provider hereby (i) irrevocably consents, for itself and its legal representatives, partners, successors and assigns, to the jurisdiction and venue of New York State Supreme Court, Nassau County, for all purposes in connection with any action or proceeding which arises from or relates to this Agreement, and (ii) waives its right to a trial by jury. This Agreement shall be governed by the laws of the State of New York.
