Terms of Service &
Event Production Agreement.

1. Acceptance of Terms & Scope of Services

Welcome to GazeFi. These Terms of Service and Event Production Agreement (the "Agreement") constitute a legally binding contract between you (either as an individual or on behalf of an enterprise, corporation, brand, or agency, hereinafter "Client") and GazeFi Events Management (registered in Vietnam at GAZEFI Building, 86/20 Thích Quảng Đức, Phường Đức Nhuận, TP. Hồ Chí Minh) together with GazeFi LLC (registered in Delaware, USA at 254 Chapman Rd Ste 208, Newark, DE 19702), collectively referred to as "GazeFi," "we," "us," or "our."

By engaging GazeFi for event management, stagecraft, creative design, technical audiovisual production, destination management (MICE), luxury brand activations, or by accessing our digital platform and interactive AI concierge at www.gazefi.com, you confirm that you have read, understood, and agree to be bound by all terms, conditions, and operational policies detailed herein.

2. Project Briefs & Engagement Formation

An engagement is formally established upon the execution of a bespoke Statement of Work ("SOW"), Event Production Master Agreement, or written project brief quotation signed by authorized representatives of both parties.

• Brief Accuracy: The Client agrees to provide comprehensive, accurate specifications regarding event objectives, expected attendee headcounts, venue constraints, and target delivery dates.
• Creative Proposals: Conceptual treatments, 3D spatial renders, artistic mood boards, and stagecraft floor plans submitted during pitching remain the proprietary intellectual craft of GazeFi unless explicitly transferred under a signed SOW.

3. Production Milestones & Deliverables

Live event productions are managed according to structured milestone schedules agreed upon in the SOW. Standard milestone sequences include:

1. Concept & Key Visual (KV) Sign-Off: Finalization of core creative thematic, staging blueprints, and 3D architectural renders.
2. Technical & Venue Engineering: Securing local government permits, structural engineering load tests, acoustic simulation, and electrical distribution maps.
3. Fabrication & Rehearsals: Off-site scenic fabrication, custom prop carpentry, show-caller cue sheets, and media server rehearsal programming.
4. On-Site Load-In & Show Execution: Rigging, sound checks, technical rehearsals, live show calling, and post-event tear-down and site restoration.

4. Financial Terms, Deposits & Invoicing

Because live event production requires substantial upfront capital commitments (including venue deposits, custom scenic fabrication, artist retainers, and specialized technical equipment rentals), the following financial terms apply:

• Deposit Requirement: A non-refundable mobilization deposit (typically 40% to 50% of the total estimated production value) is required upon signing the SOW before fabrication and venue reservations commence.
• Progress Payments: Intermediate milestone payments (e.g. 30% to 40% upon fabrication completion and technical lock) must be settled in advance of venue load-in.
• Final Reconciliation: The final remaining balance, adjusted for approved on-site change orders or variable consumption items (such as catering additions or extended rehearsal hours), is invoiced post-event with payment terms of 15 business days.
• Currency & Taxes: All pricing is quoted in Vietnamese Dong (VND) for Vietnam domestic engagements or United States Dollars (USD) for international accounts, exclusive of applicable Value Added Tax (VAT) or international wire transfer fees unless otherwise specified.

5. Scope Revisions & Change Orders

Any modification to the agreed scope of work - including additions to the guest headcount exceeding 10%, alteration of venue floor plans post-approval, requests for expedited fabrication, or last-minute program schedule expansions - shall be documented in a written Change Order.

GazeFi will provide an updated cost estimate and timeline impact analysis for all requested variations. Work on modified elements will proceed upon mutual written confirmation (email or signature).

6. Postponements, Rescheduling & Cancellations

In the event the Client requests to postpone or cancel a confirmed production:

• More than 30 Days Prior: The Client remains responsible for all non-recoverable third-party commitments (venue deposits, artist non-refundable fees, specialized hardware leases) and actual creative design hours incurred to date.
• Between 15 and 30 Days Prior: The Client shall be liable for 60% of the total contracted production fee plus all committed sub-vendor disbursements.
• Less than 14 Days Prior: Due to committed fabrication, crew allocation, and blocked calendar dates, cancellations within 14 days of the scheduled load-in date are subject to 100% of the contracted production fee.
• Rescheduling: If an event is postponed to a future date within six (6) months, GazeFi will apply eligible unspent balances toward the rescheduled engagement, subject to crew availability and seasonal rate adjustments.

7. Venue Regulations, Permits & Safety Compliance

GazeFi maintains an uncompromising standard for structural integrity and human life safety:

• Statutory Licensing: GazeFi will coordinate required commercial event permits, cultural performance licenses (Department of Culture, Sports & Tourism in Vietnam), and fire safety inspections as defined in the SOW.
• Rigging & Electrical Safety: All truss rigging, motorized hoists, LED wall ballasts, and temporary electrical generator feeds are overseen by certified safety engineers adhering to international live production standards.
• Venue Rules: Both parties agree to observe all venue-specific sound curfews, load limits, emergency exit egress corridors, and heritage protection guidelines.

8. Intellectual Property & Broadcast Rights

Client Property: The Client retains all exclusive ownership rights in its trademarks, logos, proprietary brand graphics, speaker presentations, and event-specific content.

GazeFi Production Craft: GazeFi retains ownership of its underlying production templates, proprietary 3D visualization shaders, custom software algorithms, and stagecraft methodologies.

Archival & Showcase Rights: Unless a formal confidential NDA embargo has been executed, GazeFi reserves the standard industry right to capture behind-the-scenes photography and highlight reels of the completed stage production for inclusion in our portfolio, case studies, and award submissions.

9. Third-Party Vendors, Artists & Subcontractors

GazeFi curates and coordinates premier third-party partners (including master-of-ceremonies talent, musical artists, key opinion leaders, specialized caterers, and lighting hardware suppliers). While GazeFi exercises diligent quality control, artist performance nuances and third-party rider requirements are governed by respective artist agreements.

10. Force Majeure & Severe Incident Protocols

Neither party shall be held liable for failure or delay in performing event obligations where such failure arises from circumstances beyond reasonable control ("Force Majeure"), including: acts of God, catastrophic typhoons, earthquakes, civil unrest, war, national emergencies, sudden government-imposed venue closures or pandemic lockdowns, or catastrophic grid failure.

In a Force Majeure occurrence, both parties agree to collaborate in good faith to reschedule the production or mitigate unrecoverable expenditures.

11. Warranties & Live Execution Standards

GazeFi warrants that all services will be executed with professional skill, diligence, and care conforming to the highest international luxury event management standards. Except as expressly provided herein, all services and digital tools are provided "as is" without warranties of any specific commercial conversion result or attendee attendance figures.

12. Limitation of Liability & Indemnification

To the maximum extent permitted by applicable law, in no event shall GazeFi, its directors, officers, employees, or production crews be liable for indirect, incidental, special, consequential, or punitive damages (including loss of business profits or brand goodwill) arising out of or related to this Agreement.

GazeFi's aggregate total liability for any claim arising from an event production shall be strictly capped at the total management fee actually paid by the Client to GazeFi for that specific engagement.

13. Confidentiality & Brand Launch Embargoes

GazeFi enforces strict confidentiality protocols. All unreleased product details, commercial pricing strategies, VIP guest lists, keynote scripts, and financial summaries disclosed by the Client are treated as confidential information and will not be disclosed to any third party without prior written authorization.

14. Governing Law & Dispute Resolution

Vietnam Domestic Contracts: Governed by and construed in accordance with the commercial laws of the Socialist Republic of Vietnam. Disputes shall be resolved through the Vietnam International Arbitration Centre (VIAC) in Ho Chi Minh City.

International Accounts: Governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

15. Amendments to Production Terms

We may periodically revise these Terms to reflect changes in regulatory standards, safety codes, or platform capabilities. Continued use of our platform or booking of event services following published updates signifies acceptance of the revised Terms.