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July 1st-4th, 2017
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SCHEDULE A

STANDARD TERMS AND CONDITIONS FOR VENDOR SERVICES

TO THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION


  1. AGREEMENT AND DEFINITIONS. These Standard Terms and Conditions are fully incorporated into and are a material part of the Master VSA between SPJA and VENDOR.  The following definitions apply to the Master VSA and all of its Project Orders:
    • (a) For convenience, SPJA and VENDOR are each a “Party” and together are the “Parties.” Any person or entity who is not a party to this contract is a “Third Party,” and no Third Party beneficiary rights are created by this Master VSA.
    • (b) “Anti-Corruption Laws” mean, collectively: (i) the United States Foreign Corrupt Practices Act (the “FCPA”); (ii) the Japanese Unfair Competition Prevention Act (“UCPA”); any applicable legislation or regulation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; and (iii) all other applicable laws, regulations, orders, judicial decisions, conventions, and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls.
    • (c) “Deliverable” shall be the final version of the Work that VENDOR delivers to SPJA in fulfillment of the performance and specifications required in a Project Order, such as a final report, architectural design, business plan, treatment, screenplay, artwork, script, or other deliverable.
    • (d) “Export Control Laws” mean all U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999.
    • (e) “Intellectual Property” means the intangible yet valuable products of the human intellect for which property rights are recognized by law, including but not limited to brand names and logos; musical, literary, and artistic works; discoveries and inventions; words, phrases, symbols and designs; participant, volunteer, employee, vendor, funder, client, service provider, and other contact information and lists. “Intellectual Property Right” means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any copyrights, trademarks, patent rights, industrial design and invention rights, trade secret rights, rights in a person’s name, voice, likeness and signature (publicity rights); moral rights of integrity and attribution, rights against unfair competition, or similar laws and includes rights set forth in governmental statutes, regulations, ordinances and rules and rights established by judicial decisions under common law or equity, and applications and registrations for the foregoing.  Intellectual Property Right also includes all possible claims (including claims against third parties) arising from or related to the foregoing, including but not limited to claims for infringement of Intellectual Property Rights.  “Derivative Work” means any creative work based upon or that includes elements of one or more pre-existing works, such as a translation, arrangement, redesign, dramatization, fictionalization, and other derivation.
    • (f) “Personal Information” means information that identifies or can be used, alone or in combination with other information, to identify an individual.
    • (g) “Services” shall be the time, advice, skill, and expertise that VENDOR devotes to creating the Work and providing Deliverables (as defined above).
    • (h) “Work” shall be defined as, collectively, the tangible preliminary drafts, products, and materials (including preliminary, preparatory or draft materials) delivered by VENDOR to SPJA.
  2. INDEPENDENT CONTRACTORS. The Parties are and shall be construed to be independent contractors, and not as agents, joint venturers, or legal partners, notwithstanding use of words like “collaborator” or “partner” in publicity or otherwise.  Neither Party shall participate in the other Party’s employee benefit nor compensation plans.  Each Party shall be solely responsible for compensating its own employees and contractors and for paying their worker’s compensation and other benefits, if any.  Neither Party may enter into contracts or incur liabilities on behalf of the other.  VENDOR shall control its method of work while fulfilling its obligations to SPJA, although SPJA may establish reasonable standards of performance and the quality of Deliverables it expects.  Except for work that must be performed at SPJA’s facilities or using SPJA’s tools and equipment, VENDOR will provide Services away from SPJA’s place of business using VENDOR’s tools and equipment.  Each Party shall be responsible for the conduct of its own business and will comply fully with applicable laws.
  3. TAXES. All payments made to VENDOR shall be made without deduction for federal, state, or local payroll, withholding or social security taxes, or unemployment or workers’ compensation insurance.  VENDOR shall solely pay all taxes due on such payments and comply with all government requirements pertaining to income, employment, social security and other taxes.
  4. STANDARDS OF PERFORMANCE. VENDOR shall perform all Services in a professional and courteous manner, using VENDOR’s best reasonable efforts, safely, and consistent with the standards of care and performance that service providers having a similar level of experience and expertise in the relevant industry or field customarily provide, and to SPJA’s reasonable satisfaction.  VENDOR shall have and maintain any licenses or certifications legally required to perform the types of Services required of VENDOR, if any.
    • (a) Services shall be performed in compliance with SPJA’s policies and procedures, with applicable laws and regulations, to SPJA’s reasonable satisfaction, and in fulfillment of Project Order requirements. VENDOR shall report regularly, accurately, and fully to SPJA, and shall respond to SPJA’s inquiries promptly.  VENDOR understands that failure to comply with these requirements shall be considered a material breach of the Master VSA and grounds for termination of the Agreement and applicable Project Order pursuant to the termination for cause provisions of this Schedule A
    • (b) SPJA may request that VENDOR modify interim work product delivered to SPJA, or change the manner in which Services are being provided. If the requested changes are within the scope of Services in the applicable Project Order, VENDOR shall make those changes.  If the requested changes exceed the scope of Services contemplated in the applicable Project Order, or VENDOR otherwise reasonably considers them to require a major modification of Work or Deliverables already done, VENDOR shall notify the SPJA and the parties shall make good faith efforts to agree upon the terms of a change order.  If they cannot agree, then SPJA may terminate a Project Order or this Master VSA pursuant to the termination for cause provisions of this Schedule A.
  5. OWNERSHIP OF RESULTS AND INTELLECTUAL PROPERTY. Except to the extent expressly transferred, licensed, or limited in writing separately:
    • (a) VENDOR’S WORK & DELIVERABLES. VENDOR retains all of its rights, title, and interest in and to its Intellectual Property, such as its trademarks (“VENDOR’s Intellectual Property”) and to its Work, as distinguished from its Deliverables hereunder.  As to the Deliverables, and except to the extent expressly reserved or licensed back to VENDOR in writing, and upon payment in full of all sums due and owing to VENDOR under the applicable Project Orders, SPJA shall own and VENDOR hereby assigns and transfers all and exclusive right, title, and interest in and to Deliverables delivered to SPJA by VENDOR, including copyrights, domain names, trademarks, and all Intellectual Property Rights in the Deliverables, throughout the world, including exclusive rights to make derivative works.  To the extent possible under law, VENDOR’s Deliverables shall be deemed to be Works Made For Hire under the Copyright Act of 1976, 17 U.S.C. 101 et seq. and international copyright treaties.  VENDOR shall secure all rights needed from third parties whose Intellectual Property is included in VENDOR’s Deliverables in order for SPJA to own and exercise all rights, title and interest granted herein, unless specified otherwise in a Project Order.  SPJA has no obligation to use any Deliverable, and may use any part of any Deliverable, without obligation to use the entire Deliverable.
    • (b) SPJA’S WORK & DERIVATIVES. SPJA retains all of its rights, title, and interest in and to its Intellectual Property including but not limited to SPJA’s Marks, its Work, and derivatives thereof.  All Third Party’ Intellectual Property provided to VENDOR by SPJA is reserved to such third parties unless set out separately in writing.  SPJA makes no representations or warranties concerning Third Parties’ Intellectual Property.
  1. CREDITS. VENDOR and SPJA each may use the other’s name and logo to: i) identify the other as a collaborator; ii) describe the collaboration on each’s website, in grant proposals, and otherwise in mutually agreeable language (or derivatives thereof), iii) to demonstrate each’s accomplishments; and iv) as may be agreed upon in writing by the Parties, provided that such identifying credit is consistent with SPJA’s nonprofit purposes and mission.  For example, but without limitation, SPJA’s name may not be used to endorse candidates or legislation.  Otherwise, neither Party shall publish or use the other Party’s names, logos, or other Intellectual Property without express written consent.
  2. PHOTOGRAPHS AND GRANT OF RIGHTS. VENDOR for itself and those working on its behalf in connection with the provision of Services or Deliverables hereunder grants SPJA the right to create photographs, video, digital, audio, or other recordings (“SPJA Recordings”) of them and the right to reproduce, display, distribute, perform, digitize, transmit, broadcast and otherwise use the SPJA Recordings in any and all media and manners now known or hereafter discovered throughout the world in perpetuity, in whole or in part, modified or altered, either by themselves, or in combination with other photographs, recordings or materials, without payment of royalties, license fees, or any other compensation in addition to that paid pursuant to this Master VSA or a Project Order.  Vendor shall obtain all necessary third party clearances and agreements for Intellectual Property related to the Appearances and the rights granted to SPJA herein. Failure to do so constitutes a material breach of this Agreement
  3. LIVE SIMULCASTS.  VENDOR for itself and those working on its behalf in connection with the provision of Services or Deliverables hereunder grants SPJA the exclusive right to produce, record, and exploit VENDOR’s appearances at the Show (the “Appearances”) as follows without payment to VENDOR: (a) the Appearances may be simulcast “live” at the Show; and (b) the Appearances may be simulcast “live” by means of radio (terrestrial and digital radio), television, the internet, and wireless/mobile systems or similar live streaming internet platforms, and all related services, software applications and networks that allow for the authorized streaming and distribution of video content over the internet (but not for downloads by the end viewer) (“Live Simulcasts”). Specifically, but without limitation, VENDOR grants SPJA the right to “Live Simulcast” the Appearances by means of Twitch (available at the URL http://www.twitch.tv) or similar internet platforms, networks, or software. SPJA will provide advance written notice to VENDOR if any of VENDOR’s Appearances will be Live Simulcast. The parties agree that such Live Simulcasts are included among the permitted SPJA Recordings.  Notwithstanding any restrictions in this Agreement, the grant of rights for Live Simulcast includes the right for SPJA to receive any and all revenues earned from such Live Simulcasts, including but not limited to behind-pay-wall ticket sales, license fees, shares of commercial advertising, promotions, donations, and purchases made during the Live Simulcast, if any.
  4. MUTUAL CONFIDENTIALITY. Each Party may be exposed to certain Confidential Information of the other in the course of performance of the Services.  The term “Confidential Information” means any and all information that is disclosed to one Party (“Recipient”) by the other Party (“Discloser”), in any form, concerning the Discloser’s operations, techniques, procedures, methods, permits, security, facilities, funding, sponsors, participation, products, contacts, contact lists, business plans, and the personal lives of Discloser’s employees, staff, directors, or associates, whether or not marked “Confidential.”  Confidential Information does not include information that (a) is already public information or already known by the Recipient at the time of disclosure; (b) is independently developed by the Recipient; (c) is acquired by the Recipient from a third party whom is not, to the Recipient’s knowledge, under any obligation not to disclose such information, (d) which becomes public through no breach by the Recipient of this Agreement; or (e) is information that the Discloser includes in materials approved by the Discloser for public distribution.  Nothing herein precludes either Party from continuing to use its own Confidential Information after disclosure.  Subject to the Nonprofit Public Disclosure obligations and whistleblower notice set out below, each Party agrees that it will not disclose to any Third Party, except its accountant, or attorney or pursuant to a subpoena, any Confidential Information of the other without prior written consent.  Each Party agrees that it will not make any statements to the press or media for, on behalf of, or about the other without prior written approval.  Upon written request, VENDOR shall have its personnel who are directly involved in performing Services under the Agreement sign a confidentiality agreement mutually agreeable to SPJA and VENDOR.  Important Notice: A new law, the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b) (the “DTSA”), provides some protections to whistleblowers who confidentially disclose a trade secret to their Attorney, a government official, or in a court filing made under seal. While not a contractual obligation, you are urged to familiarize yourself with the provisions of the DTSA to determine if any disclosure you intend to make qualifies for such protection, or for protection under other applicable whistleblower laws.
  5. NONPROFIT PUBLIC DISCLOSURES. Because it is a non-profit, SPJA may be required to disclose its financial information, contracts, highly-compensated contractors, employees, and other information in public tax filings and returns, and otherwise in accord with “sunshine” or other disclosure laws, regulations, and requirements (“Nonprofit Public Disclosure Obligations”).  VENDOR agrees that SPJA shall not be in breach of this Master VSA and shall have no liability for disclosures made in compliance with law, rules, regulations, grants, or other public funding requirements.
  6. NON-COMPETITION.
    • (a) VENDOR agrees not to use SPJA’s Confidential Information or Intellectual Property to compete with SPJA, and that it will not sell, lease, license, transfer, market, or develop, or cause to be sold, leased, licensed, transferred, marketed, or developed, SPJA’s Confidential Information or Intellectual Property except as directly required and expressly permitted to fulfill VENDOR’s performance obligations to SPJA. VENDOR agrees not to establish, produce, market, or cause to be established, produced or marketed any business that is reasonably considered to be in competition with SPJA in [San Francisco, California], or other primary geographical location in or to which VENDOR provided services to SPJA.  VENDOR may not copy or take for VENDOR’s separate use any non-public spreadsheet, email, or database of SPJA without written permission from SPJA.
    • (b) If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.
  1. INSURANCE. Unless agreed otherwise in writing, VENDOR shall maintain at its own expense the following minimum insurance coverage for the duration of the Master VSA and all Project Orders, and as long as reasonably necessary thereafter to adequately cover the obligations set out in the Master VSA and Project Orders:  1) general commercial liability (“GCL”) in amounts not less than $2,000,000.00 per claim and $4,000,000.00 aggregate, and may provide an Umbrella Policy in addition to the GCL policy to reach those limits; 2) hired and owned vehicle insurance, including Med-Pay coverage, in the same amounts to cover all vehicles used by VENDOR in connection with the Master VSA; and 3) workers’ compensation insurance to cover all of VENDOR’s employees, if any; 4) errors and omissions insurance in the same amounts or higher, if mutually agreed; 5) for licensed professionals only, professional liability insurance in the same amounts, if VENDOR is providing professional licensed services to SPJA; and 6) media liability insurance, in the same amounts, if VENDOR is providing any media or publicity or marketing services to SPJA.  VENDOR shall provide to SPJA a Certificate of Insurance as proof of such insurance naming SPJA as an additional insured for the duration of the Master VSA or applicable Project Orders.
  2. LIABILITY AND INDEMNITY.
    • (a) VENDOR agrees to completely release and hold SPJA and its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, successors, and assigns harmless from any and all demands, damages, losses, liabilities, causes of action, lawsuits, attorneys’ fees, and/or claims of every kind or nature, whether known or unknown, in law or equity, including employment claims and acts or omissions by third parties such as medical providers, arising from VENDOR’s engagement with SPJA. This release does not apply to acts of gross negligence or intentional, willful, or wanton misconduct on the part of SPJA.  VENDOR agrees to secure this release in writing from its personnel and others providing services or participating in activities connected with VENDOR’s provision of services hereunder of these dangers and them before allowing them to participate in services, activities or events arising from or related to this Agreement or to perform Services hereunder.
    • (b) To the extent legally permissible, each Party shall indemnify, defend, and hold harmless the other Party and the other Party’s officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, successors, and assigns from and against any and all Third Party claims, damages and costs, including reasonable attorneys’ fees, arising out of or connected with the indemnifying Party’s acts, omissions, or performance of Services hereunder (“Indemnified Claims”), including but not limited to those for breach of a Third Party’s Intellectual Property Rights, claims by a Party’s employees or subcontractors against a Party, personal or property injury, or for payment owed to a Third Party by the Party whose indemnification is sought (the “Indemnifying Party”). A Party seeking indemnification shall provide the Indemnifying Party with reasonable notice, authority, and information to defend against such Indemnified Claims and will cooperate with the Indemnifying Party’s defense efforts.  The Party seeking indemnification may retain its own counsel to defend such Indemnified Claims at the Indemnifying Party’s expense if the Indemnifying Party fails to reasonably and timely respond to the tender of an Indemnified Claim for defense and indemnification.
    • (c) VENDOR acknowledges its obligation to obtain appropriate insurance coverage as set forth in the Insurance provision herein for its services, goods, activities, and participation in relation to SPJA. VENDOR shall also cause to be released of record any mechanics’ or materials suppliers’ liens encumbering SPJA’s or its clients’ property which arise out of VENDOR’s Services, Work, or Deliverables.
  1. RETURN OF RECORDS. VENDOR shall return to SPJA all materials that belong to or were disclosed by SPJA that are in VENDOR’s possession, custody, control (and all copies thereof).  VENDOR may retain a sample of VENDOR’s Deliverables for documentation of VENDOR’s experience and as licensed in the Master VSA.
  2. TERMINATION AND NOTICE TO CURE. The Agreement or a Project Order may be terminated as follows:
    • (a) TERMINATION FOR CAUSE.  The Master VSA or any Project Order may be terminated by either Party for “Cause” by written notice to the other Party if that Party fails to cure such Cause within ten (10) days of receipt of written notice specifying the Cause.  “Cause” shall mean: (i) the Parties’ inability to agree upon the terms of a change order; (ii) dishonesty or malfeasance in the performance of a Party’s duties under the Master VSA; (iii) the material breach of a Party’s obligations under the Master VSA or any Project Order, including but not limited to failure to deliver Deliverables on time, failure to make payments due, failure to cooperate with reasonable requests, or failure to comply with the confidentiality, non-competition, or performance standards hereunder; (iv) infliction of material injury to the reputation, business, or goodwill of the terminating Party or its Associates; or (v) dissolution, bankruptcy, or insolvency.  Additionally, SPJA may terminate the Master VSA or a Project Order for Cause at any time if it reasonably believes that VENDORS’ requests or requirements are inconsistent with SPJA’s nonprofit mission.
    • (b) FOR ANY REASON.  Any Project Order may be terminated without cause and for any reason upon ten (10) days’ written notice, but neither the Master VSA nor a Project Order may be terminated without Cause within thirty (30) days of a scheduled SPJA event that is the subject of a Project Order.
    • (c) UPON TERMINATION.  Upon Termination of the Master VSA or a Project Order, SPJA shall make payments of reasonable fees and pre-approved expenses that have been accrued by and are due to VENDOR under the Master VSA and all of its Project Orders, or the terminated Project Order(s) as of the date of Termination.
  1. DISPUTE RESOLUTION. The Parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to the Master VSA.  Any dispute that is not resolved within forty-five (45) days and that exceeds the jurisdictional limits of small claims court shall be submitted to binding arbitration in Los Angeles, CA before JAMS under JAMS arbitration rules.  The arbitration shall be held with only one mutually agreeable arbitrator, or, if one cannot be found, under the rules of JAMS for choosing an arbitrator. The arbitrator may order limited discovery in accord with JAMS’ Recommended Arbitration Discovery Protocols and JAMS’ Comprehensive Arbitration Rule 17 (or any amendment thereof).  The arbitrator may not revise or alter the terms of the Master VSA. The arbitrator shall be empowered to grant preliminary and permanent equitable relief in addition to awarding damages.  Each Party shall have the right to be represented by counsel at arbitration, and the prevailing Party in any arbitration or lawsuit shall be entitled to recover its reasonable attorneys’ fees and costs.  The Parties agree to abide by all decisions and awards rendered in the arbitration, and the arbitrator’s decisions and awards, including any decision about which Party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection.  Any small claims action must be brought in the Superior Court of Los Angeles., California. Notwithstanding the above, if either Party determines in good faith that injunctive relief is needed, it may seek such injunctive relief in any state or federal court.
  2. FORCE MAJEURE. Neither Party shall be liable for a delay in its events, projects, activities, installations, or performance of its obligations under this Master VSA due to causes beyond its control, including, without limitation, weather, natural disaster, unavailability of energy, telecommunication, utility, internet, or other transmission services, war, riot, labor difficulties, supplier or carrier failures, national, regional, or local emergency, vandalism, explosion, federal, state or municipal law, order, regulation, or request, damage or destruction of the facilities or locations where performance is required, denial of permits or permissions required for performance, or any other causes, contingencies, or circumstances anywhere in the World which prevent or make that Party’s performance under this Master VSA or Project Order impracticable or impossible (a “Force Majeure Event”).  If a Force Majeure Event occurs, the non-performing Party shall not be deemed to have breached this Master VSA or applicable Project Order.  Further, in the event that a Party is unable to meet its obligations because of such Force Majeure Event and that Party’s events, projects or activities are cancelled, the non-performing Party shall have no obligation to reschedule or refund fees paid hereunder.
  3. NON-DISCRIMI VENDOR represents and warrants that it does not discriminate in hiring, employment, participation or services rendered on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by it.
  4. ANTI-CORRUPTION LAWS. VENDOR acknowledges and confirms understanding of the applicable Anti-Corruption Laws. Neither VENDOR nor its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a public official or entity for purposes of obtaining or retaining business for or with, or directing business to, any person, including, without limitation, the SPJA, by (i) influencing any official act, decision or omission; (ii) inducing such public official or entity to do or omit to do any act in violation of their lawful duty (iii) securing any improper advantage; or (iv) inducing such public official or entity to affect or influence any act or decision of another public official or entity. VENDOR agrees that the SPJA has the right to audit books and records related to the Master VSA. Notwithstanding any other provision contained herein, the SPJA may immediately terminate the Master VSA with no obligation to reimburse any expense incurred or pay for any service performed by VENDOR if, in the SPJA’S reasonable opinion, (i) VENDOR has failed to provide adequate documentation or information regarding an expense or service, or (ii) an expense reimbursement or service payment would cause a violation of any Anti-Corruption Law.
  5. EXPORT CONTROL LAWS. VENDOR acknowledges and confirms understanding of the applicable Export Control Laws. Neither VENDOR nor any of its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, violate Export Control Laws in the course of the performance under the Master VSA or any Project Order.
  6. PERSONAL INFORMATION.
    • (a) VENDOR acknowledges and agrees that, in the course of providing the Services VENDOR may come into possession of Personal Information about buyers and prospective buyers of registrations, tickets, reservations, merchandise or other goods and services related to SPJA events. If processing credit cards is part of the Services that VENDOR offers to SPJA, VENDOR agrees that Cardholder Data is Personal Information. “Cardholder Data” shall have the meaning given to it by the Payment Card Industry Data Security Standard then applicable to VENDOR (“PCI DSS”).
    • (b) VENDOR agrees to treat Personal Information gathered by or provided to VENDOR in accordance with all applicable privacy and other laws. In addition, VENDOR shall treat Cardholder Data in accordance with PCI DSS.
  7. PCI COMPLIANCE & DATA SECURITY. If information technology is part of the Services that VENDOR offers to SPJA or if VENDOR collects Cardholder Data using any of VENDOR’S terminals, devices, or websites, VENDOR represents and warrants that:
    • (a) VENDOR has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are commercially reasonable in light of its company’s size and complexity, the nature and scope of its activities and the services VENDOR is providing to SPJA, and the sensitivity of any information at issue, including Cardholder Data.
    • (b) As of and during the term of the Master VSA and any applicable Project Order, VENDOR has complied with all applicable requirements to be considered PCI DSS compliant, and has performed the necessary steps to validate its compliance with PCI DSS. VENDOR will supply the current status of its PCI DSS compliance and evidence of its most recent validation of compliance not more frequently than twice yearly upon SPJA request and shall notify SPJA of any change in compliance status. In all other cases, VENDOR will notify SPJA within 5 business days.
    • (c) For purposes of this section, “Sensitive Personal Data” shall mean Personal Information or Cardholder Data for which applicable law requires notice of inadvertent disclosure or access to the applicable buyer. In the event that there is a suspected or confirmed security incident that could reasonably be expected to lead to VENDOR’S inadvertent disclosure of Sensitive Personal Data, VENDOR shall report such security incident within 2 business days to SPJA.  VENDOR shall make such reports to (714) 937-2994 and by email to: Ray.Chiang@spja.org and brooke@50Balmy.com. Upon request, VENDOR shall cooperate with SPJA in providing such additional information as SPJA may reasonably request about the incident, its causes, and its results.
    • (d) In the event of a suspected or confirmed security incident described in subsection (c) above, VENDOR shall take all steps as it determines to be required by applicable laws, including with respect to notifying affected buyers and will use commercially reasonable efforts to discuss the nature of its response, including the form and content of any such notices with SPJA prior to the sending thereof.
    • (e) In the event of a suspected or confirmed security incident not covered by subsection (c) above where VENDOR elects to provide notice (i.e., where not required by applicable law) to affected Cardholders, VENDOR shall first give SPJA notice of such action and shall use commercially reasonable efforts to discuss the form and content of such notices with SPJA prior to the sending thereof.
  8. YOUTH PROTECTION POLICY. The provisions of the Master Vendor Services Agreement concerning SPJA’s Youth Protection Policy supersede and control this Schedule A.
  1. ADDITIONAL TERMS.
    • (a) SURVIVAL. The following Sections shall survive termination of this Master VSA:
·   Section 1 (Definitions) ·   Section 10 (Nonprofit Disclosures)
·   Section 3 (Taxes) ·   Section 11 (Non-Competition)
·   Section 5 (Ownership) ·   Section 13 (Liability & Indemnity)
·   Section 6 (Credits) ·   Section 14 (Return of Records)
·   Section 7 (Photos) ·   Section 16 (Dispute Resolution)
·   Section 8 (Simulcast) ·   Section 24 (Additional Terms)
·   Section 9 (Confidentiality)

 

  • (b) GENERAL TERMS. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements between the Parties relating to this subject matter, whether written or oral, and may be amended only by a later writing signed by both Parties.  No Party has relied upon any promise, representation or warranty, other than those contained herein in executing this Master VSA.  No waiver or amendment, including those made by custom, usage of trade, course of dealing, or failure of either Party to exercise any right provided for herein, will be effective unless in writing and shall not be deemed a waiver of any other breach or right hereunder.  This Agreement shall be construed using the intellectual property laws of the United States, and the laws of the State of California, except as they apply to conflicts of law.  The Parties consent to the jurisdiction of any federal or state court within Los Angeles, California.  The language in all parts of this Master VSA shall be construed as a whole in accord with its fair meaning, not for or against any Party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter.  If any provision of this Master VSA is determined to be invalid or unenforceable, this Master VSA shall remain in effect, and the offending provision shall be modified to the extent required to make the provision valid or enforceable, or if that is not possible, then that provision shall be stricken and other provisions shall remain in effect.  Paragraph headings used herein are for convenience only and shall not affect the interpretation nor be deemed to be a part of this Master VSA.  This Agreement may not be subcontracted, assigned or transferred by VENDOR to any other person, firm, corporation, or entity without SPJA’S prior written consent; otherwise, this Master VSA shall bind and be for the benefit of the Parties and their heirs, fiduciaries, successors and permitted assigns.  Correspondence will be to the Parties at the addresses on the front page of this Master VSA, or to such other places that the Parties designate from time to time in writing.  The person signing this Schedule A, the Master VSA, and any Project Order represents and warrants that s/he has the authority to sign and bind any company on whose behalf s/he purports to sign.  This Schedule A, the Master VSA, and any Project Order may be signed in counterparts, which together shall constitute one contract.  Faxed or scanned signatures shall be construed to be as valid as originals.

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