Event Sponsorship, Exhibitor and Speaker Terms and Conditions

Event Sponsorship, Exhibitor and Speaker Terms and Conditions The Event Sponsorship, Exhibitor and Speaker Terms and Conditions (“Terms”) govern Sponsor’s sponsorship, exhibition and/or speaking at the Event and Venue as described in the Event Sponsor and Exhibitor Form or any other applicable Order Form (“Order Form”) incorporating these Terms. These Terms, together with any and all Order Forms entered into hereunder by and between the Parties shall be collectively referred to herein as the “Agreement”. In consideration of such mutual covenants, terms, and conditions set forth, and for other good and valuable consideration, the Parties agree as follows:

Definitions
For purposes of this Agreement, these terms have the following meaning:

“Data Protection Law” means any applicable Law relating to Personal Data, privacy, data protection, or cybersecurity and guidance, directions, determinations, codes of practice, circulars, orders, notices, or demands issued by any competent authority.

“Event” means the event or conference run by the Organizer as set out in the applicable Order Form.

“Event Materials” means materials presented, distributed, or otherwise provided by the Organizer or any other person or entity at or in connection with the Event.

“Exhibition Stand” means a stand, table, or booth constructed by Organizer or Sponsor for purposes of exhibiting Sponsor Materials consistent with the terms and conditions contained herein or as otherwise specified on the applicable Order Form.

“Intellectual Property Rights” means any rights to own, use, display, distribute, reproduce, perform, or otherwise exploit any trademarks, trade names, design rights, copyrights, database rights, rights in know-how, trade secrets, Confidential Information and all other intellectual property rights or analogous rights whether registered or unregistered anywhere in the world.

“Law” means any international, federal, state, local, or municipal statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law.

“Mark” means any trademark, trade name, service mark, design, logo, domain name, or other indicator of the source or origin of any product or service.

“Person” means a natural person, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Representatives” means the officers, employees, agents, subcontractors, consultants, or legal advisors of a Party.

“Sponsorship Fees” means Sponsor’s commitment for the Event set forth in the applicable Order Form.

“Sponsorship Benefits” means the benefits Organizer is required to provide to Sponsor under this Agreement as set forth in the applicable Order Form.

“Venue” means the building, facility, or location at which the Event is held and as described in the applicable Order Form.

Sponsorship and Exhibition
Order Forms. The Parties may enter into one or more Order Forms for the sponsorship and/or exhibition activities for certain Events. Each Order Form shall include specific terms and conditions applicable to such Event and the Parties’ rights and obligations related thereto including, without limitation, the Sponsorship Benefits and Sponsorship Fees. Each Order Form shall be effective and incorporated into these Terms when mutually agreed upon and duly executed by the Parties. To the extent that there is any conflict between the terms and conditions of any Order Form and these Terms, the terms of the Order Form shall control, solely to the extent necessary to resolve the conflict.

1. Sponsor’s Obligations. Sponsor agrees to comply with all Venue and Event rules, including health and safety requirements, and applicable Laws with respect to its activities at the Event. Sponsor and its Representatives must, at all times, conduct themselves in a professional, orderly manner and refrain from offensive, annoying, improper, or unlawful behavior of any kind.

2. Sponsorship Fee. Sponsor shall pay the Sponsorship Fees set forth in the applicable Order Form to Organizer within thirty (30) days from the date of receipt of an invoice from Organizer for such Fees. Sponsor is solely responsible for payment of all applicable taxes, tariffs, duties, or similar withholdings, including sales, service, or withholding taxes (“Taxes”). Organizer may incorporate and apply such Taxes to the Sponsorship Fees. If Sponsor fails to pay Sponsorship Fees within thirty (30) days prior to the event, Organizer may (i) revoke the Sponsorship Benefits; (ii) revoke Sponsors ability to participate in the Event, including by refusing entry to Sponsor or its Representatives; and, (iii) withhold attendee lists.

3. Specific Terms Relating to Exhibitions. If the Sponsorship Benefits include exhibiting, Sponsor may use the Exhibition Stand for displaying and promoting its goods, products, or services. Sponsor understands and agrees that, at any time, Organizer may make alterations to the floor plan, layout, or organization of the Event, which may change the space or dimensions of Sponsor’s Exhibition Stand.

4. Rights and Licenses
a. Organizer Intellectual Property. The Organizer’s Intellectual Property including marks, prospectus and sponsor agreement are Organizer’s sole property. Organizer hereby grants Sponsor a non-exclusive, non-transferable, royalty free, limited right and license to use, display Organizer’s Intellectual Property solely for the purpose of advertising, marketing, and promoting the Event and to identify and promote Sponsor’s association with the Event and its status as a sponsor of the Event during the Term.

6. Sponsor Materials. The Intellectual Property, and any other materials presented, distributed, or otherwise provided by Sponsor at or in connection with the Event (“Sponsor Materials”) are Sponsor’s sole property. Sponsor is solely responsible for ensuring all Sponsor Materials comply with applicable Laws. Sponsor hereby grants Organizer a non-exclusive, non-transferable, royalty free, limited right and license to use, display, and exploit the Sponsor’s Marks, Materials, and other Intellectual Property as reasonably necessary to provide the Sponsorship Benefits during the Term and in connection with the Event. Sponsor represents and warrants that Organizer’s use of Sponsorship Marks and Materials shall not infringe any intellectual property rights and that Sponsor owns all rights, title, interest, permissions, or authorizations necessary for Sponsor to provide the Sponsor Materials to Organizer and for Organizer to use Sponsor Materials as described in this Agreement and in connection with the Event. Organizer acknowledges that Organizer may continue to use Sponsor Materials after the Event in connection with materials, media, promotions, or other content relating to the Event.

7. Event Materials. Event Materials are the Organizer’s sole property. To the extent Sponsor may receive or have access to copies of Event Materials, this access is intended solely for Sponsor’s personal, non-commercial use consistent with the terms of any Sponsorship Benefits and this Agreement. Sponsor shall not copy, download, reproduce, create derivative works from, or attempt to claim any ownership or other rights in Event Materials except as expressly stated otherwise in this Agreement.

8. Changes to the Event and Cancellation.
Organizer reserves the right to change date, time, duration, format, Venue, content, or any other aspect of the Event at any time and for any reason. If the change materially impacts the value of the Sponsorship Benefits, Organizer with notify Sponsor of the change as soon as practicable. Organizer shall not be liable for any Claims or Losses related to changes to or cancellation of the Event. Sponsor acknowledges this Section and the Conditions herein set out Sponsor’s sole remedy in the event of change or cancellation and all other rights or remedies are hereby expressly excluded.

9. Grant of Rights to Media

  1. Grant of Rights
    By participating in the [Event Name] ("Event"), the undersigned [Sponsor/Participant/Contributor] hereby grants [Your Organization/Event Organizer] and its affiliates, representatives, licensees, and assigns (collectively, "Organizer") a perpetual, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, distribute, display, and perform any audio and video recordings (collectively, "Media") captured at the Event. This includes, but is not limited to, all forms of media, whether now known or hereafter devised, including digital, print, broadcast, and online platforms.
  2. Scope of Use
    The Organizer shall have the right to use the Media for any lawful purpose, including but not limited to promotional, advertising, and marketing activities, and in connection with the Event or other events organized by the Organizer. This right includes the use of the Media in any format or medium, including social media, websites, and other digital and print media.
  3. Waiver of Claims
    The undersigned waives any right to inspect or approve the Media and acknowledges that no compensation will be provided for the use of the Media. The undersigned further waives any claims against the Organizer related to the use of the Media, including but not limited to claims of defamation, invasion of privacy, or rights of publicity.
  4. Ownership
    The Media remains the sole property of the Organizer. The undersigned acknowledges that no ownership rights are granted or transferred by this agreement.
  5. Acknowledgment
    By participating in the Event, the undersigned acknowledges that they have read and understood this Grant of Rights clause and agree to be bound by its terms.

10. Insurance. Sponsor shall at all times during the Term maintain insurance issued by insurance companies with a Best’s Rating of no less than A-VII or comparable industry standard approval rating, including Commercial General Liability Insurance; Errors and Omissions Insurance; Professional Liability Insurance, applicable to its acts and omissions, including the negligence or willful misconduct of Sponsor, its Representatives, and/or subcontractors; workers’ compensation, if applicable; and other coverage as required by Law. Each of the foregoing insurance policies shall have limits of no less than $2,000,000 USD per occurrence and $5,000,000 USD in the aggregate, or as otherwise required by law. Such policies shall be secured at Sponsor’s own cost and expense. Sponsor shall provide proof of coverage upon Organizer’s reasonable request and notify Organizer at least 30 days prior to any material diminution or cancellation of such coverage.

11. Term. This Agreement is effective as of the Effective Date of the applicable Order Form and, unless terminated earlier, this Agreement will continue in effect until [90] days after completion of the Event (the “Term”).

12. Termination. Organizer may terminate this Agreement upon thirty (30) days’ written notice to Sponsor (i) if Sponsor is in material breach of any provision of this Agreement; provided, however, that such termination shall not be effective if such breach has been cured prior to the expiration of such 30-day period. (ii) Sponsor goes into liquidation or is declared insolvent; or (iii) any of Sponsor’s Representatives become the subject of a regulatory or law enforcement inquiry alleging unlawful or unethical ethical conduct that may be harmful to the reputation of the Organizer or the Event.

13. Disclaimer of Warranty; Limitations of Liability and Indemnification.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ORGANIZER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY EVENTS, VENUES OR ANY SPONSORSHIP BENEFITS, EVENT MATERIALS, EXHIBITION STAND, OR ANY OTHER CONTENT, INFORMATION, SERVICES OR MATERIALS MADE AVAILABLE, ACCESSIBLE OR OTHERWISE PERFORMED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  1. Sponsor shall indemnify, defend, and hold harmless Organizer, its affiliates and each of their respective officers, directors, employees, agents, successors, and assigns (each, a “Organizer Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from any claim, suit, action, or proceeding (each, a “Claim”) arising out of or related to: (i) the Event, including advertising, marketing, or promotion of the Event, the Sponsor Marks, Sponsor Materials, property damage, theft, or personal injury caused by Sponsor or any of Sponsor’s Representatives; (ii) any use, presentation, display, or distribution of Organizer Marks or Intellectual Property in a manner not expressly permitted under this Agreement; or (iii) Sponsor’s breach of any representations, warranties or covenants contained in this Agreement.
  2. Organizer shall indemnify, defend, and hold harmless Sponsor, its officers, directors, employees, agents, successors, and assigns (each, an “Sponsor Indemnitee”) from and against any and all Losses resulting from a third-party Claim asserted against a Sponsor Indemnitee and directly resulting from Organizer’s grossly negligent, willful, or intentional acts or omissions, including bodily injury or death of any person and damage to real and tangible personal property.
  3. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING ANY PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF, IN A RELEVANT JURISDICTION, THE LIMITATIONS AND EXCLUSIONS ON LIABILITY CONTAINED HEREIN ARE NOT PERMITTED, THEN THE PARTIES’ LIABILITY TO EACH OTHER UNDER THIS AGREEMENT SHALL BE LIMITED AND EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, ORGANIZER’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCE, EXCEED [TWO (2)] TIMES THE SPONSORSHIP FEES, REGARDLESS OF THE BASIS OF THE CLAIM OR FORM OF ANY ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY AVAILABLE TO SPONSOR.
  4. Confidentiality . In connection with this Agreement, each Party may disclose or make available to the other Party information, in any form or medium (whether oral, written, electronic, or other) that is confidential or proprietary, including trade secrets, technology, know-how, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (“Confidential Information”). Neither Party shall disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this 9; and, (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms and conditions set forth in this Agreement. Each Party shall safeguard the other’s Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its Confidential Information.
  5. Data Privacy and Protection.
    In connection with these Agreement, the Parties may collect, use, and disclose information that identifies, describes, or is reasonably capable of being associated with natural people (“Personal Data”). The Parties agree and acknowledge that each is independently responsible for its own compliance with applicable Data Protection Laws. To the extent Sponsor may provide Personal Data to Organizer in connection with this Agreement or the Event, Sponsor represents and warrants that it has collected and processed such Personal Data in compliance with Data Protection Laws, including by obtaining consent if necessary, and that Sponsor has the right, authorization, permission, or consent necessary to share such Personal Data with Organizer. Sponsor shall indemnify, defend, and hold harmless Organizer Indemnitees for any Losses incurred by Organizer arising from Sponsor’s failure to comply with Data Protection Laws.

  6. General.
    1. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other Party in any manner whatsoever.
    2. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject.
    3. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.
    4. If any provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    5. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted assigns, except that neither this Agreement nor either Party’s rights or obligations hereunder shall be assigned or transferred by either Party without the prior written consent of the other Party and any purported assignment without such consent shall be void ab initio and of no force and effect; provided, however, that no consent shall be necessary from Sponsor in the event of any one or more assignments of all rights and obligations hereunder, to one or more of Organizer’s affiliates and/or any successor entity(ies) resulting from a merger, acquisition or consolidation, spin-off, divestiture or otherwise succeeding to all or a substantial portion of the assets or business of Organizer or its affiliates.
    6. Neither Party shall be liable to the other for any delay or failure to perform under this Agreement due to causes beyond its reasonable control and without its fault or negligence.
    7. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, emailed or mailed via a nationally recognized overnight courier, to the applicable Party at the addresses set forth in the applicable Order Form, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when emailed or when placed in the mail as specified.
    8. his Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.